1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2001
--------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 1-11601
NATIONAL AUTO CREDIT, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of
incorporation or organization)
34-1816760
----------
(I.R.S. Employer Identification No.)
30000 Aurora Road, Solon, Ohio 44139
------------------------------------
(Address of principal executive offices and zip code)
(440) 349-1000
--------------
(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 class
of common stock, as of the latest practicable date.
As of May 31, 2001 there were 11,721,284 shares of Common Stock, $.05
par value, outstanding.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Report of Independent Certified Public Accountants 1
Condensed Consolidated Balance Sheets as of
April 30, 2001 and January 31, 2001 2
Condensed Consolidated Statements of Operations for the
Three Months Ended April 30, 2001 and 2000 3
Condensed Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the Three Months Ended April 30, 2001 4
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended April 30, 2001 and 2000 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
National Auto Credit, Inc. and Subsidiaries
Solon, Ohio
We have reviewed the accompanying condensed consolidated balance sheet
and stockholders' equity and comprehensive income of National Auto Credit, Inc.
and its subsidiaries as of April 30, 2001, and the related statements of
operations and cash flows for each of the three-month periods ended April 30,
2001 and 2000. The financial statements are the responsibility of the Company's
management.
We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications
that should be made to such condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet as of January 31, 2001, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated April 16, 2001 (except for Note E as
to which the date is May 9, 2001), we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of January 31, 2001, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
/s/ Grant Thornton LLP
Cleveland, Ohio
June 11, 2001
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
April 30, January 31,
2001 2001
------------- -------------
ASSETS
Cash and cash equivalents $ 10,375 $ 12,444
Marketable securities (Note C) 1,030 1,083
Investment in AFC (Note D) 10,113 10,027
Property and equipment, net of accumulated depreciation
of $264, and $186, respectively 776 789
Goodwill 6,101 6,673
Assets held for sale (Note E) 2,755 2,785
Income taxes refundable 3,664 3,664
Other assets 748 1,601
------------- -------------
TOTAL ASSETS $ 35,562 $ 39,066
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Self-insurance claims $ 907 $ 970
Accrued income taxes 1,034 1,029
Other liabilities 4,060 4,983
------------- -------------
6,001 6,982
COMMITMENTS AND CONTINGENCIES (Note F) - -
REDEEMABLE PREFERRED STOCK
(Redemption value $936) 653 629
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock - $.05 par value
authorized 40,000,000 shares, issued 39,377,589 and
39,420,437 shares, respectively 1,969 1,971
Common stock to be issued - 219
Additional paid-in capital 174,337 174,385
Retained deficit (124,230) (121,801)
Accumulated other comprehensive income (loss) (97) (44)
Treasury stock, at cost, 27,656,305 and 27,901,305
shares, respectively (23,071) (23,275)
------------- -------------
28,908 31,455
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 35,562 $ 39,066
============= =============
See notes to condensed consolidated financial statements.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended
April 30,
------------------------------
2001 2000
------------ --------------
REVENUE
Interest income from loans $ - $ 404
Interest income from investments 140 980
Income from AFC investment 86 -
E-commerce revenues 226 -
Other income - 108
------------ --------------
Total 452 1,492
COSTS AND EXPENSES
Provision for credit losses (393) (856)
Loss on sale of loans - 2,115
Operating 1,703 1,283
General and administrative 1,436 1,225
Litigation and other charges - 3,008
Write-down of assets held for sale - 151
Restructuring charges 60 289
------------ --------------
Total 2,806 7,215
------------ --------------
LOSS BEFORE INCOME TAXES (2,354) (5,723)
Provision for income taxes - -
------------ --------------
NET LOSS (2,354) (5,723)
Accretion of discount on redeemable preferred stock 24 -
------------ --------------
NET LOSS APPLICABLE TO COMMON STOCK $ (2,378) $ (5,723)
============ ==============
LOSS PER SHARE
Basic and diluted $ (.20) $ (.20)
============ ==============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
Basic and diluted 11,606 28,265
============ ==============
See notes to condensed consolidated financial statements.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
THREE MONTHS ENDED APRIL 30, 2001
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
Preferred Stock Common Stock
----------------------- ---------------------------- Common Additional
Par Par Stock to Paid-In Retained
Shares Value Shares Value be issued Capital Deficit
----------- ----------- --------------- ----------- ---------- ---------------- --------------
BALANCE,
JANUARY 31, 2001 - $ - 39,420,437 $ 1,971 $ 219 $ 174,385 $(121,801)
Net loss (2,354)
Stock award (219) (51)
Stock cancelled under
benefit plans (42,848) (2) (48)
Accretion on redeemable
preferred stock (24)
Other comprehensive
income-unrealized loss
on marketable securities
----------- ----------- --------------- ----------- ---------- ---------------- --------------
Comprehensive income (loss)
BALANCE,
APRIL 30, 2001 - $ - 39,377,589 $ 1,969 $ - $ 174,337 $(124,230)
=========== =========== =============== =========== ========== ================ ==============
Accumulated
Other Comprehensive
Treasury Comprehensive Income
Stock Income Total (Loss)
-------------- -------------- ----------- -------------
BALANCE,
JANUARY 31, 2001 $ (23,275) $ (44) $31,455
Net loss (2,354) $ (2,354)
Stock award 204 (66)
Stock cancelled under
benefit plans (50)
Accretion on redeemable
preferred stock (24)
Other comprehensive
income-unrealized loss
on marketable securities (53) (53) (53)
-------------- -------------- ----------- -------------
Comprehensive income (loss) $ (2,407)
=============
BALANCE,
APRIL 30, 2001 $ (23,071) $ (97) $28,908
============== ============== ===========
See notes to condensed consolidated financial statements.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended
April 30,
----------------------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (2,354) $ (5,723)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 719 247
Provision for credit losses (393) (856)
Loss on sale of loans - 2,115
Write-down of assets held for sale - 151
Changes in operating assets and liabilities:
Accrued income tax paid (refundable) 5 (231)
Other liabilities (923) 1,297
Self-insurance claims (63) (98)
Other operating assets and liabilities, net 243 (1,157)
------------ ------------
Net cash used in operating activities (2,766) (4,255)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Principal collected on loans 80 5,221
Proceeds from sale of loans 313 23,294
Change in contracts in progress 456 -
Investment in AFC - (1,372)
Proceeds from sale of assets 30 -
Purchase of marketable securities - (25,092)
Proceeds from sale of marketable securities - 4,985
Purchase of other property and equipment (66) (14)
Purchase of affordable housing investments - (744)
------------ ------------
Net cash provided by investing activities 813 6,278
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock award (66) -
Stock cancelled under benefit plans (50) (13)
------------ ------------
Net cash used in financing activities (116) (13)
------------ ------------
(Decrease) increase in cash and cash equivalents (2,069) 2,010
Cash and cash equivalents at beginning of period 12,444 54,333
------------ ------------
Cash and cash equivalents at end of period $ 10,375 $ 56,343
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ - $ -
============ ============
Income taxes paid (refunded) $ (5) $ 231
============ ============
See notes to condensed consolidated financial statements.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
include the accounts of National Auto Credit, Inc. and subsidiaries (the
"Company"). The financial statements are unaudited, but in the opinion of
management, reflect all adjustments (consisting only of normal recurring
accruals) necessary for a fair presentation of the Company's consolidated
financial position, results of operations, stockholders' equity and
comprehensive income, and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial statements and with the rules of the Securities and
Exchange Commission applicable to interim financial statements, and therefore do
not include all disclosures that might normally be required for interim
financial statements prepared in accordance with generally accepted accounting
principles. The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the Company's consolidated
financial statements, including the notes thereto, appearing in the Company's
Annual Report on Form 10-K for the year ended January 31, 2001.
The preparation of financial statements and the accompanying notes
thereto, in conformity with generally accepted accounting principles, requires
management to make estimates and assumptions that affect reported amounts 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 respective reporting periods. Actual results could differ
from those estimates.
Cash and cash equivalents at April 30, 2001 include restricted cash of
$210,000 pursuant to an agreement with a former president.
Certain fiscal 2001 amounts have been reclassified to conform with
fiscal 2002 presentations.
NOTE B - ACQUISITION
On December 15, 2000, the Company acquired ZoomLot Corporation
("ZoomLot") in exchange for the issuance of 270,953 shares of its Series B
convertible preferred stock and 729,047 shares of its Series C redeemable
preferred stock. The terms of the Series B convertible preferred stock provided
that it would automatically convert into shares of the Company's common stock,
at the ratio of ten shares of the Company's common stock for each share of
Series B convertible preferred stock, upon the termination of the November 3,
2000 Stock Purchase and Standstill Agreement between the Company and Reading
Entertainment, Inc. ("Reading"), FA, Inc. (a wholly-owned subsidiary of
Reading), Citadel Holding Corporation and Craig Corporation. As a result of the
termination of the Stock Purchase and Standstill Agreement, on December 15,
2000, the Company converted the 270,953 shares of the Series B convertible
preferred stock into 2,709,530 shares of its common stock.
The acquisition was accounted for using the purchase method of
accounting in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations" ("APB 16"). The following sets forth the unaudited pro
forma condensed results of operations for the three months ended April 30, 2000
assuming the acquisition of ZoomLot had been completed on February 1, 2000. The
following pro forma information is presented for illustrative purposes only and
does not purport to be indicative of the operating results that would have been
obtained had the acquisition been completed on that date, nor of future
operating results.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE B - ACQUISITION (cont.)
Pro forma revenues, net loss and loss per share are as follows (in
thousands, except for the per share amount):
Total revenue $ 1,492
Net loss $ (6,820)
Loss per share $ (.24)
NOTE C - MARKETABLE SECURITIES
Marketable securities at April 30, 2001 are summarized as follows (in
thousands):
Gross Unrealized
-------------------------------
Cost Gains Losses Fair Value
---------- ------------- ------------- -------------
Equity securities - mutual funds $ 1,127 $ - $ 97 $ 1,030
All marketable securities were classified as available for sale.
NOTE D - INVESTMENT IN AFC
The Company owns a 50% membership interest in Angelika Film Center, LLC
("AFC"). AFC is the owner and operator of the Angelika Film Center, which is a
multiplex cinema and cafe complex in the Soho District of Manhattan in New York
City.
AFC is currently owned 50% by the Company, 33.34% by Reading and 16.66%
by Citadel Cinemas, Inc. (a wholly-owned subsidiary of Citadel Holding
Corporation). The articles and bylaws of AFC provide that for all matters
subject to a vote of the members, a majority is required, except that in the
event of a tie vote, the Chairman of Reading shall cast the deciding vote.
The Company uses the equity method to account for its investment in
AFC, and treats as goodwill and amortized over a 20 year period on a straight
line basis the difference between its initial investment in AFC and its share of
AFC's net assets. AFC uses a December 31 year-end for financial reporting
purposes. The Company reports on a January 31 year-end, and for its fiscal
quarters ending April 30, July 31, October 31 and January 31 records its
pro-rata share of AFC's earnings on the basis of AFC's fiscal quarters ending
March 31, June 30, September 30, and December 31, respectively. For the three
months ended April 30, 2001, the Company recorded income of $86,000 representing
its share of AFC's net income for the three months ended March 31, 2001 net of
goodwill amortization of approximately $68,000.
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\ NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE D - INVESTMENT IN AFC (cont.)
Summarized income statement data for AFC for the three months ended
March 31, 2001 and 2000 is as follows (in thousands):
Three Months Ended March 31,
--------------------------------
2001 2000
------- -------
Revenues $ 2,035 $ 1,429
Film rental 742 435
Operating costs 742 591
Depreciation and amortization 173 173
General and administrative expenses 70 38
------- -------
1,727 1,237
------- -------
Net income $ 308 $ 192
======= =======
NOTE E - ASSETS HELD FOR SALE
Assets held for sale are as follows (in thousands):
April 30, January 31,
2001 2001
-------------- --------------
Affordable housing investments $ 2,670 $ 2,670
Other assets 85 115
-------------- --------------
Total $ 2,755 $ 2,785
============== ==============
The Company has certain investments in affordable housing projects
which previously the Company had been holding for realization through the
receipt of distributions from the operations of the projects and the use of the
tax credits generated by the investments. In the fourth quarter of fiscal 2000,
the Company committed to a plan to sell the investments and recorded a
cumulative write-down for fiscal years 2000 and 2001 of $7,849,000 to reduce the
carrying amount of the investments to their fair value less estimated costs to
sell. The Company expects to complete the sale of the investments in the second
half of fiscal 2002 and future operating results could be affected by revisions
of the estimates of the fair value less estimated costs to sell the investments,
which changes could be material due to the uncertainties inherent in the
estimation process. As a limited partner in these affordable housing projects,
the Company is required to make future contributions on January 31, 2002, of
$432,000, plus interest at an average rate of 8.9% per annum.
NOTE F - COMMITMENTS AND CONTINGENCIES
In the normal course of its business, the Company is named as defendant
in legal proceedings. It is the policy of the Company to vigorously defend
litigation and/or enter into settlements of claims where management deems
appropriate.
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE F - COMMITMENTS AND CONTINGENCIES (cont.)
Following the resignation of Deloitte & Touche in January 1998, the
Securities and Exchange Commission, the United States Attorney for the Northern
District of Ohio, and the Federal Bureau of Investigation, are investigating the
issues raised as the result of the resignation of Deloitte & Touche. The Company
is cooperating fully with the investigations. The ultimate outcome of these
investigations on the Company cannot presently be predicted and the Company has
not recorded any provision for any monetary penalties that may result from civil
or criminal proceedings that might be commenced at the conclusion of such
investigations. Any unfavorable resolution of any of these investigations could
have a material adverse effect on the Company's financial position, results of
operations and liquidity.
NOTE G - RESTRUCTURING
During January 2001, the Company committed to a plan of restructuring
its operations and relocating its corporate offices from Solon, Ohio to New York
City, New York. As part of the plan, and in accordance with EITF Issue No. 94-3,
"Liabilities Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity", in the fourth quarter of fiscal 2001, the Company
recorded a restructuring charge of $1,777,000 comprised of a write-down for
property and equipment of $922,000 and the accrual of expenses aggregating
$855,000.
The following sets forth the activity in the accrued restructuring
costs for the three months ended April 30, 2001 (in thousands):
Three Months Ended April 30, 2001
----------------------------------------------------------------
Accrued at Changes Accrued at
February 1, Costs in April 30,
2001 Incurred Estimates 2001
---------- -------- --------- -----------
Employee termination costs $ 575 $ (295) $ 30 $ 310
Lease terminations 130 (24) - 106
Outplacement fees and other 150 (123) 30 57
------- ------- ------ -------
Total $ 855 $ (442) $ 60 $ 473
======= ======= ====== =======
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NATIONAL AUTO CREDIT, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE H - SEGMENT INFORMATION
During fiscal 2000 the Company operated in a single operating segment;
investing in sub-prime used automobile loans (the "automobile financing"
segment). In fiscal 2001, as result of its investment in AFC and its acquisition
of ZoomLot, the Company began to classify its operations into three operating
segments:
- the e-commerce segment, which is comprised of ZoomLot's
development of services to facilitate, through e-commerce,
the process by which used car dealerships, lenders and
insurance companies communicate and complete the
transactions between them that are needed to provide the
used car dealer's customers with financing, insurance, and
other services. ZoomLot currently provides these services,
on a limited basis, using a combination of Internet and
manual processes, and is continuing its efforts to develop a
fully e-commerce process;
- the movie exhibition segment, which is comprised of the
activities of AFC;
- the automobile financing segment.
The Company did not acquire its investment in AFC, or ZoomLot, until
after the first quarter of fiscal 2001, and accordingly was still operating in a
single segment during that period.
Operating segment information for the three months ended April 30, 2001
is as follows (in thousands):
Automobile Movie General
E-Commerce Financing Exhibition Corporate Consolidated
----------------- --------------- ------------- ---------------- -----------------
Revenues $ 226 $ - $ 86 $ 140 $ 452
Unusual items
Restructuring charges - - - 60 60
Income (loss) before
income taxes (1,443) 359 86 (1,356) (2,354)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
National Auto Credit, Inc. (the "Company") began operations in 1969 and
was incorporated in Delaware in 1971. The Company's principal business activity
is conducted through ZoomLot Corporation ("ZoomLot"), a wholly-owned subsidiary,
which is engaged in the development of services to facilitate, through
e-commerce, the process by which used car dealerships, lenders and insurance
companies communicate and complete the transactions between them that are needed
to provide the used car dealer's customers with financing, insurance, and other
services. ZoomLot currently provides these services, on a limited basis, using a
combination of Internet and manual processes, and is continuing its efforts to
develop a fully e-commerce process. The Company acquired ZoomLot on December 15,
2000. The Company also owns a 50% membership interest in Angelika Film Center,
LLC ("AFC"). Additionally, the Company is considering various additional
strategic business alternatives, including, but not limited to, the purchase of
one or more existing businesses or the entry into one or more businesses.
From October 1995 through March 2000, the Company's principal business
activity was to invest in sub-prime used automobile consumer loans, which took
the form of installment loans collateralized by the related vehicle. The Company
purchased such loans, or interests in pools of such loans, from member
dealerships, and performed the underwriting and collection functions for such
loans. In the first and second quarters of fiscal 2001, the Company sold its
active loan portfolio and the majority of its charged-off portfolio. However,
since the Company had not yet made a definitive decision that it will not
reenter some aspect of the consumer lending business, these operations have not
been classified as a discontinued operation as of April 30, 2001.
As of April 30, 2001 the Company's operations are classified as three
operating segments:
- the e-commerce segment, which is comprised of ZoomLot's
development of services to facilitate, through
e-commerce, the process by which used car dealerships,
lenders and insurance companies communicate and
complete the transactions between them that are needed
to provide the used car dealer's customers with
financing, insurance, and other services. ZoomLot
currently provides these services, on a limited basis,
using a combination of Internet and manual processes,
and is continuing its efforts to develop a fully
e-commerce process;
- the movie exhibition segment, which is comprised of the
activities of AFC;
- the automobile financing segment.
The Company reports and evaluates the performance of its operating
segments on the basis of revenues and income (loss) before income taxes. In
measuring revenues and income (loss) before income taxes, the Company's
operating segments use the same accounting principles described in Note A of
Notes to Condensed Consolidated Financial Statements. However, the revenues and
income (loss) before income taxes reported by each of the Company's operating
segments is not necessarily indicative of what the results of operations would
have been for such operating segment had it operated as a stand-alone entity.
11
14
ZoomLot's potential for future profitability must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies in the early stages of development, particularly
companies in new and rapidly evolving markets, such as the market for Web-based
business to business e-commerce. To achieve profitability, ZoomLot must, among
other things, continue to expand the number of dealers it serves and be
successful in being chosen by those dealers to place a high percentage of the
total contracts they sell, continue to expand the participation of finance
companies in its program, and maintain a high degree of dealer and finance
company satisfaction. Achieving these objectives will depend significantly on
the successful completion of the development of the FundHere(TM) Aggregator and
the subsequent successful introduction of this technology to dealers and finance
companies, as well as success in providing dealers with easy use of the program
through integration into a dealer management system or through ZoomLot's web
site and success in responding to other competitive developments. As a result of
the newness of ZoomLot's operations and its continued development efforts,
ZoomLot's historical results are not indicative of future results of operations,
and ZoomLot may be expected to continue to operate at a loss in the near term.
Throughout the first quarter of fiscal 2002 and as of May 31, 2001, the
Company had no external source of financing, and has operated on the cash
balances created by the sale of loans and the proceeds from the sale of property
in fiscal 2001. The Company plans to pursue new debt, or equity financing, for
use in funding its strategic business alternatives, including but not limited to
the purchase of one or more existing operating businesses or the entry into one
or more businesses, but the early development stage of the Company's most
significant currently operating business, the ZoomLot e-commerce segment, and
the Company's pending regulatory investigations may limit its ability to obtain
external financing. In the interim, the Company will use the current income
derived from its investment in AFC, the investment of its cash, together with
the cash and cash equivalents itself, to pay operating expenses and existing
liabilities. The Company has available cash and cash equivalents and marketable
securities of approximately $10,000,000 at May 31, 2001, and it believes that
such cash and cash equivalents and the investment income therefrom will be
sufficient to pay operating expenses and existing liabilities.
The Securities and Exchange Commission, the United States Attorney for
the Northern District of Ohio, and the Federal Bureau of Investigation are
investigating the issues raised as the result of the resignation of Deloitte &
Touche on January 16, 1998. The Company is fully cooperating with the
investigations. Although the Company has accrued certain costs it expects to
incur in responding to the investigations, the ultimate outcome of these
investigations cannot presently be predicted and the Company has not recorded
any provision for any monetary penalties that may result from civil or criminal
proceedings that might be commenced at the conclusion of such investigations.
The Company's liquidity will be adversely affected as it incurs costs to respond
to the investigations. An unfavorable resolution of any of these investigations
could have a material adverse effect on the Company's financial position,
results of operations and liquidity.
RESULTS OF OPERATIONS
INTEREST INCOME FROM LOANS: The Company's loan investments resulted
from purchases of installment loans at discounts from the face or contractual
amount. Those discounts reflected both (i) an element of interest income that
the Company sought to earn on its investment in the loans, and (ii) the
Company's assessment, at the time of purchase, that a portion of the loans it
purchased were impaired in that the loans would not be repaid in accordance with
their contractual terms.
The Company sold its loan investments during the first quarter of
fiscal 2001, and as a result, the Company had no interest income from loans for
the three months ended April 30, 2001. Interest income from loans was $404,000
for the three months ended April 30, 2000.
INTEREST INCOME FROM INVESTMENTS: Interest income from investments is
principally the interest earned on the Company's investments in marketable
securities, commercial paper and money market accounts. Interest income from
these investments decreased to $140,000 for the three months ended April
12
15
30, 2001 as compared to $980,000 for the same period in fiscal 2001. The
decrease was primarily due to a decrease in the weighted average investment
balances to $9,662,000 for the three months ended April 30, 2001, from
$65,203,000 for fiscal 2001. The Company's investments decreased in fiscal 2002
due to the use of its cash equivalents and investments to fund the repurchases
of Company stock, totaling approximately $52 million, during the fourth quarter
of fiscal 2001.
INCOME FROM AFC INVESTMENT: The Company accounts for its investment in
AFC using the equity method, and the $86,000 reported as the income from the
investment in AFC represents the Company's share of AFC's net income for the
three months ended March 31, 2001 less the amortization of the goodwill recorded
by the Company on its investment.
The following sets forth summarized operating results for AFC (in
thousands):
Three Months Ended March 31,
2001 2000
---- ----
Revenues $ 2,035 $ 1,429
Film rental 742 435
Operating costs 742 591
Depreciation and amortization 173 173
General and administrative expenses 70 38
------- -------
1,727 1,237
------- -------
Net income $ 308 $ 192
======= =======
AFC's revenues increased from the three months ended March 31, 2000 to
the three months ended March 31, 2001 as the result of an increase in
attendance. The attendance at AFC will vary depending on audience interest in,
and the popularity of the films it exhibits, and other factors. Rental and
operating expenses for the period ended March 31, 2001 as compared to March 31,
2000, as a percentage of revenue remained fairly constant at approximately 71%.
However, operating costs decreased as a percent of revenue offset by a
corresponding increase in film rental expense.
E-COMMERCE REVENUE: ZoomLot's revenues for the three months ended April
30, 2001 were $226,000. No revenues for ZoomLot are included in the results of
operations for the three months ended April 30, 2000 as ZoomLot was not acquired
until the fourth quarter of fiscal 2001.
ZoomLot's services facilitate the process by which used car
dealerships, lenders and insurance companies communicate and complete the
transactions between them that are needed to provide the used car dealer's
customers with financing, insurance, and other services. ZoomLot's service of
matching contracts submitted by dealers wishing to sell contracts which were
retained by them upon the sale of a vehicle against the underwriting criteria of
finance companies, and then submitting those contracts that meet the
underwriting criteria to the appropriate finance companies, is commonly referred
to as "contract aggregation". However, ZoomLot does not warehouse or pool
purchased contracts for resale, but rather either merely facilitates a finance
company's purchase of a contract from the dealer, or purchases contracts from
dealers for immediate pre-arranged resale. As a result, the Company does not
assume credit risk with respect to the contracts.
ZoomLot currently has two means by which it provides this contract
aggregation service. Under the Pass-Through program, ZoomLot's responsibility is
to filter the contract information provided by the dealer against the criteria
established by the participating finance companies. ZoomLot then transmits the
contract information to each of the finance companies whose contracts satisfy
the underwriting criteria. If the contract is sold, ZoomLot receives a fixed fee
from the purchasing finance company. In addition, ZoomLot operates a Private
Label program whereby it acquires contracts on behalf of two finance companies
subject to their underwriting criteria. Under the Private Label program, ZoomLot
will underwrite a contract that is submitted by a used car dealer subject to the
criteria established by the participating finance companies. If the contract
meets their criteria, ZoomLot will then place a bid based
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on the finance company's pricing model with the dealer to purchase the contract.
If the bid is accepted, ZoomLot then performs certain verification procedures
related to the underlying customer and if the requisite information is deemed to
be satisfactory, it will acquire the contract from the dealer. The finance
company then repurchases the contract from ZoomLot for the amount ZoomLot paid
for the contract plus a fee for acquiring the Contract. For the three months
ended April 30, 2001, the average revenue per contract was approximately $300.
In addition, ZoomLot generates additional revenue by marketing
insurance and warranty products to automobile dealers for purchase by their
customers. ZoomLot receives referral or placement fees from the companies
selling the respective products. All responsibility and liability for the
servicing and administration of the insurance policies and warranties as well as
the payment of insurance claims, repair costs and other claims is assumed by the
companies issuing the products or third party insurers. As of April 30, 2001,
the Company has not generated any significant revenues from these sources.
PROVISION FOR CREDIT LOSSES: As a result of the sale of the Company's
investment in loans during fiscal 2001, the Company continues to record
reversals into income of previously recorded credit losses due to the cash
receipts collected on loans previously charged-off. During the first three
months of fiscal 2002, the Company recorded a reversal into income of previously
recorded credit losses of $393,000. The Company has completed the sale of
substantially all of its remaining charged-off portfolio and expects that in the
future collections from charged-off loans will decline significantly.
Prior to the sale of its loans, the Company's methodology for
determining the allowance for credit losses was to assess the recoverability of
its loans investments on the basis of the present value of the expected future
cash flows. The Company recorded a reversal into income of previously recorded
credit losses of $856,000 during the first three months of fiscal 2001.
OPERATING EXPENSES: Operating expenses include personnel costs,
amortization of goodwill, rent, advertising and internet technology related
expenses. Operating expenses increased 33% to $1,703,000 for the first three
months of fiscal 2002 from $1,283,000 for the first three months of fiscal 2001.
As a percentage of revenues, operating expenses increased to 377% for the first
three months of fiscal 2002 from 86% for the first three months of fiscal 2001,
primarily due to the reduction in revenues.
Operating expenses for fiscal 2002 are costs relating to ZoomLot.
Personnel costs and amortization of goodwill comprise approximately 70% of
operating expenses after the effect of $221,000 paid to ZoomLot by Cygnet Dealer
Finance ("CDF"). ZoomLot was originally a division of CDF, and ZoomLot and CDF
continue to share common personnel and facilities. ZoomLot receives a monthly
fee from CDF for performing management services and to reimburse ZoomLot for the
costs incurred to administer the CDF operations.
ZoomLot is currently developing the FundHere(TM) Aggregator. The
successful completion and implementation of this software is paramount to the
future success of ZoomLot. The successful completion of the FundHereTM
Aggregator would allow ZoomLot to automate much of the communication and
filtration process it must now perform manually, and would allow ZoomLot to
realize significant improvement in operating efficiencies and lower its variable
costs for each contract submitted by dealers. Should ZoomLot be unable to
successfully complete the development of the FundHere(TM) Aggregator, or upon
its completion fail to realize the anticipated benefits it may be difficult for
ZoomLot to achieve profitability. Until ZoomLot completes the development of the
FundHere(TM) Aggregator it will incur expenses for the development of the
software and will have higher variable costs, both of which will adversely
affect its results of operations.
Operating expenses for the three months ended April 30, 2000 of
$1,283,000 included expenses related to the automobile finance segment that sold
its loan portfolio during the first quarter of fiscal 2001.
GENERAL AND ADMINISTRATIVE: General and administrative expenses include
costs of executive, accounting, and legal personnel, occupancy, legal,
professional, insurance, and other general corporate overhead costs. General and
administrative expenses increased to $1,436,000 for the first three months of
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fiscal 2002 from $1,225,000 for the first three months of fiscal 2001, and
increased as a percentage of revenues, due to the decline in revenues, to 318%
for the first three months of fiscal 2002 from 82% for the first three months of
fiscal 2001.
General and administrative expenses are more fixed in nature than
operating expenses and are not expected to vary as directly with revenues. The
increase in general and administrative costs in the first quarter fiscal 2002 as
compared to 2001, was primarily due to an increase in personnel costs.
LITIGATION AND OTHER CHARGES: Following the resignation of Deloitte &
Touche LLP, the Company instituted investigations of its previous financial
reporting and underwent changes in management. In fiscal 1998, the Company
accrued initial estimates of certain resulting costs, and additional costs in
excess of those initial estimates were expensed as incurred or as such estimates
were revised. In the first quarter of fiscal 2001, the Company accrued an
initial estimate of approximately $3,000,000 for the costs incurred in the
litigation with Mr. Frankino that commenced in April 2000 and ultimately settled
in November 2000.
INCOME TAXES: Due to net operating losses and the availability of net
operating loss carryforwards, the Company's effective income tax rate was zero
for the three month period ended April 30, 2001 and April 30, 2000. The Company
has provided a full valuation allowance against its net operating loss
carryforward and other net deferred tax asset items due to the uncertainty of
their future realization.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of fiscal year 2002, the Company used
$2,766,000 from operating activities as the Company's payments for operating and
general and administrative expenses continue to exceed revenues from operations.
The Company generated $813,000 in cash flows from investing activities
principally as the result of $313,000 of cash flows from the sales of loans, and
$456,000 generated from the reduction in ZoomLot's contracts in progress, which
represent the contracts ZoomLot is temporarily holding under its Private Label
program. The cash flows generated by these sources were used to partially offset
the negative operating cash flows and retain a cash balance of $10,375,000 at
April 30, 2001.
During the first three months of fiscal year 2001, the Company used
$4,255,000 from operating activities as the Company's payments for operating and
general and administrative and litigation and other expenses continued to exceed
interest income from the declining portfolio balance. The Company generated
$6,278,000 in cash flows from investing activities principally as the result of
$23,294,000 of cash flows from the sales of loans and a net (of sales) of
$20,107,000 of the proceeds invested in marketable securities. The cash flows
generated by these sources were used to finance the negative operating cash
flows and retain a cash balance of $56,343,000 at April 30, 2000.
The Company believes that the cash and cash equivalents and marketable
securities of approximately $10,000,000 at May 31, 2001, and the investment
income therefrom will be sufficient to pay operating expenses, existing
liabilities, including costs associated with pending civil litigation and
investigations, and fund its activities through January 31, 2002. The Company
estimates the capital requirements to fund ZoomLot operations and investments in
software and computer equipment may total approximately $6,500,000 for the year
ending January 31, 2002, of which, $2,000,000 has already been funded.
Additionally, as previously discussed, the Company's lack of external financing
sources may limit its ability to pursue strategic business alternatives being
considered by the Company's Board of Directors. Such limitations may have an
adverse impact on the Company's financial position, results of operations and
liquidity.
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OTHER
The Company's exposure to the risks of inflation is generally limited
to the potential impact of inflation on the operating and general and
administrative expenses. To date, inflation has not had a material adverse
impact on the Company.
The Company does not utilize futures, options or other derivative
financial instruments.
FORWARD-LOOKING STATEMENTS
Various statements made in this Item 2 concerning the manner in which
the Company intends to conduct its future operations, and potential trends that
may impact its future results of operations, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
Company may be unable to realize its plan and objectives due to various
important factors, including, but not limited to, the failure of the Board of
Directors to promptly determine what strategic business plan the Company should
pursue, the failure of the Company to implement any such plan due to its
inability to identify suitable acquisition candidates or its inability to obtain
the financing necessary to complete any desired acquisitions or any adverse
action taken by the Securities and Exchange Commission that impedes the ability
of the Company to pursue any desired plan of action. In addition, ZoomLot's
operations are subject to certain risk factors. Also see Item 1 - "Business" -
E-Commerce Business - Summary of Certain Risk Factors Related to ZoomLot's
Business in the Company's Annual Report on Form 10-K for the year ended January
31, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Like virtually all commercial enterprises, the Company can be exposed
to the risk ("market risk") that the cash flows to be received or paid relating
to certain financial instruments could change as a result of changes in interest
rate, exchange rates, commodity prices, equity prices and other market changes.
The Company does not engage in trading activities and does not utilize
interest rate swaps or other derivative financial instruments or buy or sell
foreign currency, commodity or stock indexed futures or options. Accordingly,
the Company is not exposed to market risk from these sources.
The Company's loan portfolio was comprised of fixed rate financing
agreements with high credit risk consumers. The rates on these loan agreements
cannot be increased for changes in market conditions, and accordingly these
loans were not subject to market risk.
As of April 30, 2001, the Company has no interest bearing debt, and
accordingly no market risk associated with increases in interest costs resulting
from changes in market rates.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.1 Amendments to Financial Advisory and Management
Consulting Agreement between NAC and Robert B. Dixon
dated as of April 1, 2001 filed herewith and
incorporated herein by reference. *
10.2 Separation agreement from NAC for Sean P. Maroney dated
as of April 25, 2001 filed herewith and incorporated
herein by reference.
10.3 Separation agreement from NAC for Raymond A. Varcho
dated as of April 25, 2001 filed herewith and
incorporated herein by reference.
b) Reports on Form 8-K
On March 2, 2001, a form 8-K/A was filed regarding the
Merger Transaction with ZoomLot.
* Employment Agreement
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL AUTO CREDIT, INC.
Date: June 14, 2001 By: /s/ James J. McNamara
------------------ -----------------------------
James J. McNamara
Chairman of the Board and Chief Executive Officer
By: /s/ Robert B. Dixon
----------------------------
Robert B. Dixon
Chief Financial Officer
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