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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1999
Strategic Capital Resources, Inc.
2500 Military Trail North - Suite 260
Boca Raton, Florida 33431
(561) 995-0043
Commission file number: 0-28168
State of Incorporation: Delaware
I.R.S. Employer Identification No. 11-328-9981
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject of such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of September 10, 1999, the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $ 1,057,179.
As of September 10, 1999, there were outstanding 15,903,870 shares of common
stock, par value $.001 per share of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
(only to the extent set forth in the part indicated)
Part III, Items 10, 11, 12 and 13 are incorporated by reference to the
definitive proxy statement for Registrant's Annual Meeting of Shareholders to
be held on December 1, 1999, to be filed pursuant to Regulation 14A.
PART I
ITEM 1. BUSINESS
GENERAL
Strategic Capital Resources, Inc. (the "Company" or "SCRI"), a Delaware
Corporation was organized in November 1995. The Company's principal
operations consist of the following business lines:
1) The purchase and leaseback on a "triple net" basis of fully furnished
model homes complete with options and upgrades to major publicly traded
homebuilders and real estate developers.
2) The land acquisition and contract development program for major publicly
traded homebuilders and real estate developers. The Company purchases
the real estate, simultaneously enters into a bonded (not to exceed)
development contract with the builder supported by a performance
(completion) bond, who then develops the real estate. The builder
simultaneously contracts to purchase the finished lots from the Company
on a scheduled basis usually not to exceed three (3) years.
3) The purchase and leaseback of commercial real estate including office
buildings, multi-family residential properties, manufacturing and
warehouse facilities. The Company purchases the real estate and enters
into fixed term leases with the real estate developers. The lessees
performance is supported by surety bonds issued by insurance companies
rated "BB" to "AAA" by the major rating agencies.
Model Home Sale-Leaseback Program
Since inception in November 1995 through June 30, 1999, the Company has
purchased a total of 307 model homes at a cost of $69,333,900, and sold 170
homes costing $34,631,959, leaving a current model home portfolio at June 30,
1999 of 137 model homes at a cost of $34,701,941. The average purchase price
per model home acquired has been approximately $225,000. The average purchase
price per model home in inventory at June 30, 1999 is approximately $253,000.
At June 30, 1999, and through the report date, the Company was negotiating
agreements with several homebuilders to acquire additional model homes as
follows:
Number of Approximate
Model Homes Location Purchase Price
- --------------------------------------------------------
39 California $10,200,000
19 Arizona 2,400,000
9 North Carolina 2,000,000
5 Utah 900,000
4 Nevada 500,000
22 California 7,500,000
13 California 3,400,000
- ------------- -----------------
111 $26,900,000
============= =================
The agreements are subject to the following conditions; (i) satisfactory
completion of due diligence regarding the assets to be acquired , (ii) the
execution of bank or institutional financing, and (iii) agreement to final
wording of all related legal documentation.
At June 30, 1999, and through the report date, the Company had sales contracts
pending on 35 model homes at an aggregate sales price of $9,785,106, an
average sales price of $279,574 per home. The model homes were acquired at an
aggregate cost of $9,413,033, an average purchase price of $268,944 per home.
The following chart outlines the unit totals of model home purchases and sales
by geographic region since inception of the Company and the current model home
inventory at June 30, 1999.
# of Models # of Models Current Model
State Purchased Sold Inventory
- ----------------- ----------- ----------- -------------
Colorado 22 17 5
Georgia 5 5 0
Florida 107 89 18
Minnesota 2 0 2
Nevada 9 0 9
New Jersey 107 38 69
New York 9 1 8
North Carolina 4 3 1
Pennsylvania 31 8 23
Texas 5 3 2
Virginia 6 6 0
----------- ----------- -------------
Total 307 170 137
=========== =========== =============
The following chart outlines the total costs of model home purchases and sales
by geographic region since inception of the Company and the current model home
inventory at June 30, 1999.
Original
Cost of Models Cost of Models Current Model
State Purchased Sold Inventory
- ----------------- ------------ ------------ -------------
Colorado $ 4,715,463 $3,629,288 $ 1,086,175
Georgia 1,576,755 1,576,755 -
Florida 20,086,710 15,911,223 4,175,487
Minnesota 564,570 - 564,570
Nevada 1,197,830 - 1,197,830
New Jersey 27,411,230 8,780,908 18,630,322
New York 3,301,435 254,000 3,047,435
North Carolina 882,382 660,295 222,087
Pennsylvania 7,191,197 1,755,592 5,435,605
Texas 910,481 568,051 342,430
Virginia 1,495,847 1,495,847 -
------------ ------------ -------------
Total $69,333,900 $34,631,959 $ 34,701,941
============ ============ =============
Geographic Lease Revenue Summary
A breakdown of lease rental revenues by state is as follows:
Lease revenue Lease revenue Lease revenue
Year Ended Year Ended Year Ended
State 6/30/99 6/30/98 6/30/97
- ----------- --------------- --------------- ---------------
Colorado $ 274,911 $ 469,752 $ 419,228
Florida 912,838 1,523,285 1,290,731
Georgia - - 49,337
Minnesota 34,056 - -
Nevada 1,198 - -
New Jersey 2,336,893 845,794 -
New York 306,227 40,402 -
North Carolina 79,659 101,581 88,475
Pennsylvania 641,562 340,269 -
Texas 45,076 104,327 60,293
Virginia 31,119 119,383 160,386
- ----------- ---------- ------------ ----------
Total $4,663,540 $ 3,544,793 $2,068,450
=========== ============ ==========
During fiscal 1999, the Company acquired an additional 61 model homes at a
cost of $16,813,539 and an average purchase price of approximately $275,000
per model home. The Company sold 95 model homes during fiscal 1999 for total
sales price of $21,495,935 less costs of sales of $20,368,171 for a net gain
of $1,127,764.
Land Acquisition and Contract Development Program
Since inception, the Company has completed one land acquisition and
development contract. The transaction involved the purchase of 70 acres in
western Boca Raton Florida at a purchase price of $8,591,956, to be subdivided
into 370 lots for the development of single family estate homes, zero lot
single family homes, townhouses, and villas. During June 1997, the Company was
advised by the homebuilder that it was electing to fully exercise its option
to purchase the approximate 70-acre tract of land being developed for 370
residential units and terminate the development agreement. The homebuilder
exercised the option on July 3, 1997, and purchased the property for the sum
of $8,591,956.
At June 30, 1999, and through the report date, the Company was negotiating
two agreements with one homebuilder to acquire land and provide development
funding. The following is an outline of the transactions:
Land Acquisition Development Total
Location Cost Funding Cost
---------- ----------- ----------- -----------
Arizona $ 2,654,331 $ 5,050,000 $ 7,704,331
Arizona $ 1,834,000 $ 1,500,000 $ 3,334,000
----------- ----------- -----------
Total $ 4,488,331 $ 6,550,000 $11,038,331
=========== =========== ===========
The agreements are subject to the following conditions; (i) satisfactory
completion of due diligence regarding the assets to be acquired , (ii) the
execution of bank or institutional financing, and (iii) agreement to final
wording of all related legal documentation.
Commercial Real Estate Purchase Program
During the fiscal year ended June 30, 1999, the Company added a new line of
business, the purchase and leaseback of commercial real estate including
office buildings, multi-family residential properties, manufacturing and
warehouse facilities. The Company purchases the real estate and enters into
fixed term leases with the real estate developers. The lessees performance is
supported by surety bonds issued by insurance companies rated "BB" to "AAA" by
the major rating agencies.
On July 15, 1999 the Company purchased a 288 unit multi-family residential
property in Jacksonville, Florida for a purchase price of $10,228,000. The
purchase price was paid as follows:
Assumption of existing first mortgage $ 4,928,000
New loan 5,300,000
-----------
Total purchase price $10,228,000
===========
$1,500,000 of the purchase price is to be utilized to improve, modernize and
enhance the value of the property.
Simultaneously, the Company entered into an operation, maintenance, and
management agreement which provides for payment to the Company of a minimum
income stream per month. The agreement also requires the management company
to purchase the property at the end of five years. The performance under the
agreement is guaranteed jointly and severely by two major insurance companies
rated "AAA" and "BB" by Standard & Poors.
The following is a summary of the anticipated revenue and expenses the Company
will realize over the five year period:
Management Debt
Income Service Cash flow
---------- ---------- ---------
Year 1 $1,325,212 $1,205,172 $ 120,040
2 1,325,212 1,187,384 137,828
3 1,378,212 1,169,359 208,853
4 1,431,212 1,149,668 281,544
5 1,431,212 1,129,240 301,972
---------- ---------- ----------
Total $6,891,060 $5,840,823 $1,050,237
========== ========== ==========
At June 30, 1999, and through the report date, the Company was negotiating
agreements with several real estate developers and investors to acquire
additional commercial properties as follows:
Nature of Approximate
Real Estate Location Purchase Price
- ----------------------------------------------------------------------------
4 Office buildings Nevada $19,200,000
1 Multi-family residential property Texas 16,000,000
2 Multi-family residential properties Florida 12,000,000
1 Manufacturing Facility Tennessee 20,500,000
-----------------
Total $67,700,000
=================
The agreements are subject to the following conditions; (i) satisfactory
completion of due diligence regarding the assets to be acquired , (ii) the
execution of bank or institutional financing, and (iii) agreement to final
wording of all related legal documentation.
Competition and Market Factors
SCRI is subject to all the general risks associated with investment in real
estate such as adverse changes in general or local economic conditions,
changes in supply of or demand for similar or competing properties in an area,
changes in interest rates and operating expenses, changes in market rental
rates, inability to lease properties upon the termination or expiration of
existing leases, the renewal of existing leases and inability to collect
payments from operators.
SCRI faces competition from banks, insurance companies, finance companies,
leasing companies and real estate investment trusts in the acquisition,
financing and leasing of properties, which could adversely affect its growth.
There can be no assurance that SCRI will be able to raise sufficient capital
through borrowings, or the issuance of debt and equity securities, to achieve
its investment objectives.
SCRI is dependent on the efforts of its directors, officers and key personnel
and has employment contracts with only two such persons. There can be no
assurance that SCRI would be able to recruit additional personnel with
equivalent experience in the event of their resignation.
Divested Operations
For information on divested operations, see Note 10 to the Company's
Consolidated Financial Statements on page F-23.
Employees
At September 10, 1998, the Company employed 8 persons, including sales and
marketing, executive, and administrative personnel. None of the Company's
employees are covered by a collective bargaining agreement and management
considers the relationship with its employees to be excellent.
Forward Looking Statements
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning
the Company's operations, economic performance and financial conditions,
including, in particular, the likelihood of the Company's success in
developing and bringing to market the products which it currently has under
development. These statements are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties, and
contingencies, many of which are beyond the control of the Company and
reflect future business decisions which are subject to change. Some of
these assumptions inevitably will not materialize, and unanticipated events
will occur which will affect the Company's results. Consequently, actual
results will vary from the statements contained herein and such variance may
be material. Prospective investors should not place undue reliance on this
information.
Item 2. Properties
The Company's corporate office is located at 2500 Military Trail North, Suite
260, Boca Raton, Florida 33431, where the Company leases 2,798 square feet of
office space for a term expiring January 2002. For additional information on
properties, see Note 9 to the Company's Consolidated Financial Statements on
page F-18.
The Company owns additional properties more fully described in Item 1.
Insurance
The Company has comprehensive liability, fire, flood, extended coverage and
rental loss insurance with respect to its Properties. Management believes
that such insurance provides adequate coverage.
ITEM 3. LEGAL PROCEEDINGS
The Company filed suit against BANKATLANTIC BANCORP., INC., and BANKATLANTIC,
a federal savings bank, in the Circuit Court of the 15th Judicial Circuit in
and for Palm Beach County, Florida, by complaint dated December 30, 1998. The
complaint charges a breach of fiduciary duty and seeks unspecified damages in
that the defendant, undertook to act as agent or broker in connection with
obtaining a $200 million loan facility, relating to a sale and lease back
program for a major publicly traded national builder. Rather than complete the
financing transaction, the complaint alleges economic opportunity was usurped
by defendant and entered into an agreement directly with the builder,
utilizing inter alia, the terms of the Company's program.
The Company believes that it has a meritorious claim and should prevail.
The Company filed a lawsuit in June 1999 against Monarch Investment
Properties, Inc., formerly known as Iron Holdings Corp.,Iron Eagle Contracting
and Mechanical, Inc., Tahoe Realty Corp., Anthony Gurino, Dennis Sommesso, and
"John and Jane Doe 1-15, in the Supreme Court of the State of New York, County
of Queens. The Action asserts seven separate causes of action arising out of a
default in payment of a $1,100,000 promissory note evidencing moneys due to
the Company from Monarch/Iron Holdings as a result of its purchase of certain
corporate stock of Iron Eagle from the Company.
Based on information currently available to the Company, it anticipates that it
will collect the outstanding balance, accrued interest, as well as collection
costs. The Company has not accrued interest on the note since March 31, 1999.
The Company believes that it has a meritorious claim and should prevail.
The Company is not presently involved in any other material litigation nor,
to its knowledge, is any material litigation threatened against the Company
or its properties, other than routine litigation arising in the ordinary
course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders in the
fourth quarter of its fiscal year ended June 30, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Registrant has been quoted on the OTC Bulletin Board
under the symbol "JJFN" since May 15, 1996. On October 18, 1998, the Company
changed its name to Strategic Capital Resources, Inc. and changed its trading
symbol to "SCRI". On June 17, 1999, the Company changed its symbol back to
"JJFN". The NASD designated the change to avoid a nomenclature conflict with
other listings. The following table sets forth, for the periods indicated,
the high and low closing sales price for the Common Stock, as reported on the
OTC Bulletin Board. As of July 10, 1999 there were over 1,000 shareholders
of which approximately 515 were shareholders of record. The closing price of
the Company's Common Stock as reported on the OTC Bulletin Board on September
10, 1999, was $.25.
Year Ended June 30,
----------------------------
1999 1998
----------------------------
High Low High Low
----------------------------
First Quarter 0.21 0.19 0.56 0.31
Second Quarter 0.31 0.25 0.46 0.14
Third Quarter 0.31 0.27 0.20 0.13
Fourth Quarter 0.51 0.45 0.40 0.12
----------------------------
The Company has not paid any cash dividends on its Common Stock and does not
anticipate paying any in the foreseeable future. It intends to continue its
present policy of retaining cash flow from the investment in the Company's
operations.
On November 2, 1995, the Company issued 400,000 shares of its 6% participating
convertible preferred stock. Each share is convertible into one share of the
Company's common stock commencing in December 1996. Dividends may be declared
on the basis of a 50% participation in the rental revenue stream up to $60,000
per year. The preferred stock is redeemable at the option of the Company, on
the basis of 105% within the first six-month period, 104% within the second
six-month period, 103% within the third six-month period, 102% within the
fourth six-month period, 101% within the fifth six-month period and 100%
thereafter.
During July 1998, David Miller, Chairman of the Company acquired all the
issued and outstanding shares of convertible preferred stock. The Company
has not paid any distributions on the preferred stock since July 1996, as a
result of a dispute as to which of two unaffiliated parties were entitled to
the dividend. At September 30, 1998, the Company owed $130,000 in unpaid
distributions. In October 1998, the Company began paying distributions to
David Miller at the rate of $10,000 per month, which will bring the Company
current on preferred distributions in September 2001.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for the years ended June 30, 1999,
June 30, 1998, and June 30, 1997 have been derived from the Company's audited
consolidated financial statements. This data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the consolidated financial statements and related notes
thereto included elsewhere in this Report.
SELECTED FINANCIAL DATA
Income Statement Data:
Year Ended Year Ended Year Ended
6/30/99 6/30/98 6/30/97
------------- ------------- -------------
Revenues $ 26,286,920 $ 21,302,522 $ 7,524,938
Expenses 24,608,034 20,575,973 7,167,567
------------- ------------- -------------
Income(loss) from continuing
operations before
depreciation and amortization 1,678,886 726,549 357,371
Depreciation and amortization 592,936 1,181,860 707,345
------------- ------------- -------------
Income (loss) from continuing operations
before income tax benefit (expense) 1,085,950 (455,311) (349,974)
Income tax benefit (expense) (326,000) 298,000 77,000
------------- ------------- -------------
Income (loss) from
continuing operations 759,950 (157,311) (272,974)
Discontinued operations, net of taxes
Loss from discontinued operations - - (54,444)
Gain on disposal of
discontinued operations - - 284,876
------------- ------------- -------------
- - 230,432
------------- ------------- -------------
Net income (loss) 759,950 (157,311) (42,542)
Preferred stock distributions 90,000 - 5,000
------------- ------------- -------------
Income (loss) applicable to
common shareholders $ 669,950 $ (157,311) $ (47,542)
============= ============= =============
Earnings (loss) per share data:
Continuing operations $ 0.04 $ (0.01) $ (0.01)
Divested operations - - 0.01
------------- ------------- -------------
Net income (loss) per share $ 0.04 $ (0.01) $ 0.00
============= ============= =============
Weighted average number
of common shares outstanding 16,185,044 16,911,168 16,551,091
Balance Sheet Data:
June 30, 1999 June 30, 1998 June 30, 1997
------------- ------------- -------------
Total assets $ 37,093,784 $ 40,186,076 $ 32,430,295
Mortgages and notes payable 27,958,201 31,538,542 23,658,372
Other liabilities 765,661 685,130 682,557
Stockholders' equity 8,369,922 7,962,404 8,089,366
UNAUDITED SUMMARIZED CONSOLIDATED QUARTERLY INFORMATION
Summarized quarterly financial information for the years ended June 30,
1999, 1998, and 1997 is as follows:
Three Months Ended
--------------------------------------------------
June March December September
30, 1999 31, 1999 31, 1998 30, 1998
---------- ---------- ---------- -----------
Revenues $ 6,121,592 $ 7,368,224 $ 5,127,844 $ 7,669,259
Expenses 5,817,220 7,049,118 4,922,712 7,411,919
Income (loss) before
income taxes 304,372 319,106 205,132 257,340
Income tax benefit (expense) (92,000) (95,000) (61,862) (77,138)
Net income (loss) 212,372 224,106 143,270 180,202
Earnings per common share 0.01 0.01 0.01 0.01
Weighted average number of
common shares outstanding 15,933,870 15,933,967 15,904,085 16,858,107
Three Months Ended
--------------------------------------------------
June March December September
30, 1998 31, 1998 31, 1997 30, 1997
---------- ---------- ---------- -----------
Revenues $3,346,739 $3,449,413 $3,734,283 $10,772,087
Expenses 3,373,008 3,602,266 3,854,716 10,927,843
Income (loss) before
income taxes (26,269) (152,853) (120,433) (155,756)
Income tax benefit (298,000) - - -
Net income (loss) 271,731 (152,853) (120,433) (155,756)
Earnings per common share 0.02 (0.01) (0.01) (0.01)
Weighted average number of
common shares outstanding 17,012,005 17,012,005 16,814,179 16,811,990
Three Months Ended
--------------------------------------------------
June March December September
30, 1997 31, 1997 31, 1996 30, 1996
---------- ---------- ---------- -----------
Revenues $3,577,995 $1,561,595 $1,978,676 $10,772,087
Expenses 3,654,840 1,659,196 1,815,344 10,927,843
Income (loss) before
income taxes (76,845) (97,601) 163,332 (108,428)
Income tax benefit (77,000) - - -
Net income (loss) 155 (97,601) 163,332 (108,428)
Earnings per common share 0.00 (0.01) (0.01) (0.01)
Weighted average number of
common shares outstanding 16,661,660 16,659,990 16,659,990 16,226,294
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
A summary of the operating results of Strategic Capital Resources, Inc. and
subsidiaries for the fiscal years ended June 30, 1999, June 30, 1998, and June
30, 1997 are presented below:
Year Year Year
Ended Ended Ended
June 30 June 30 June 30
1999 % 1998 % 1997 %
----------------------------------------------
Revenues:
Lease revenue $4,663,540 17% $3,544,793 17% $2,068,450 28%
Option fees - -% 8,771 -% 824,207 11%
Model home sales 21,495,935 82% 9,027,514 42% 4,528,600 60%
Land development sales - -% 8,591,956 40% - -%
Interest income 127,445 1% 129,488 1% 103,681 1%
----------------------------------------------
Total revenues 26,286,920 100% 21,302,522 100% 7,524,938 100%
Costs and expenses:
Interest expense 2,806,058 11% 2,134,870 10% 1,660,803 26%
Cost of model homes sold 20,368,171 78% 8,701,169 41% 4,448,915 59%
Cost of land development - -% 8,591,956 40% - -%
Corporate 1,433,805 5% 1,147,978 5% 1,507,849 14%
----------------------------------------------
Total costs and expenses 24,608,034 94% 20,575,973 96% 7,167,567 95%
----------------------------------------------
Income from continuing operations before
depreciation & amortization 1,678,886 6% 726,549 4% 357,371 5%
Depreciation & amortization 592,936 2% 1,181,860 6% 707,345 9%
----------------------------------------------
Income (loss) from continuing operations
before income tax benefit 1,805,950 4% (455,311) (2%) (349,974) (4%)
Income tax benefit (expense) (326,000) (1%) 298,000 1% 77,000 1%
----------------------------------------------
Income (loss) from
continuing operations 759,950 3% (157,311) (1%) (272,974) (3%)
Discontinued operations, net of taxes:
Loss from discontinued operations - -% - -% (54,444) (1%)
Gain on disposal of discontinued
operations - -% - -% 284,876 4%
----------------------------------------------
- -% - -% 230,432 3%
----------------------------------------------
Net income (loss) 759,950 3% (157,311) (1%) (42,542) (1%)
==============================================
Results of Operations
Year Ended June 30, 1999 Compared to Year Ended June 30, 1998.
The Company's lease revenue during fiscal 1999 increased $1.1 million (or 32%)
compared to the prior year period. The increase is attributable to additional
lease revenues generated from the purchase of approximately $17 million in
model homes during the fiscal year. Option fees decreased $.8 million during
fiscal 1999 compared to the prior year period. The decrease was due to the
exercise of the client's option to purchase resulting in the sale of a land
parcel for $8.5 million on July 3, 1997.
Revenues from the sale of model homes increased $12.5 million (or 138%) compared
to the prior year period. The increase is attributable to the maturity of the
model home portfolio with the expected turnover of the homes in the 18-24
month range.
Revenues from land sales totaled approximately $8.5 million during fiscal
1998. The Company had no land sales during fiscal 1999.
Interest expense related to lease revenues increased approximately $671,000
(or 31%) during fiscal 1999 compared to the prior year period, primarily due
to the increase in loans utilized to purchase additional model homes. Cost of
interest expense as a percentage of lease and option fee revenues is
consistent with fiscal 1998.
Cost of model homes sold increased $11.7 million (or 134%) compared to the
prior year period, primarily due to the related increase in model home sales
revenue. Cost of model home sales as a percentage of model home sale revenues
is consistent with fiscal 1998.
The Company's selling, marketing, general & administrative expenses increased
$285,000 (or 25%) during fiscal year 1999 as compared to fiscal year 1998.
This increase was attributable to the selling, general and administrative
costs associated with generating the increased revenue levels. Corporate
costs as a percentage of revenues is consistent with fiscal year 1998.
Income from continuing operations before income tax benefit for the period was
$1,085,950 compared to a loss of $455,311 for fiscal 1998, an increase of
$1,541,000 (or 338%). Depreciation and amortization decreased $589,000 (or
99%) during fiscal year 1999 compared to fiscal 1998, contributing to the
increase in net income. For more information on depreciation and amortization,
see Note 3 to the Company's Consolidated Financial Statements on pages F-11
and F-12.
Year Ended June 30, 1998 Compared to Year Ended June 30, 1997.
The Company's lease revenue during fiscal 1998 increased $1.5 million (or 72%)
compared to the prior year period. The increase is attributable to additional
lease revenues generated from the purchase of approximately $26 million in
model homes during the fiscal year. Option fees decreased $.8 million during
fiscal 1998 compared to the prior year period. The decrease was due to the
exercise of the client's option to purchase resulting in the sale of a land
parcel for $8.5 million on July 3, 1997.
Revenues from the sale of model homes increased $4.5 million (or 99%) compared
to the prior year period. The increase is attributable to the maturity of the
model home portfolio with the expected turnover of the homes in the 18-24
month range.
Revenues from land sales totaled approximately $8.5 million during fiscal
1998. The Company had no land sales during fiscal 1997.
Interest expense related to lease and option fee revenues increased
approximately $475,000 (or 29%) during fiscal 1998 compared to the prior year
period, primarily due to the increase in loans utilized to purchase additional
model homes. Cost of interest expense as a percentage of lease and option fee
revenues is consistent with fiscal 1997.
Cost of model homes sold increased $4.2 million (or 95%) compared to the prior
year period, primarily due to the related increase in model home sales
revenue. Cost of model home sales as a percentage of model home sale revenues
is consistent with fiscal 1997.
The Company's selling, marketing, general & administrative expenses increased
$90,000 (or 9%) during fiscal year 1998 as compared to fiscal year 1997. This
increase was attributable to the selling, general and administrative costs
associated with generating the increased revenue levels. Corporate costs as a
percentage of revenues decreased 9% from 14% for fiscal year 1997 to 5% for
fiscal year 1998.
Loss from continuing operations before income tax benefit for the period was
$455,311 compared to $349,974 for fiscal 1997, an increase of $105,000 (or
30%). Depreciation and amortization increased $475,000 (or 67%) during fiscal
year 1998 compared to fiscal 1997, contributing to the increase in net loss.
The increase in depreciation and amortization was the result of the increase
in the model home portfolio and additional lines of credit utilized to
acquire the homes.
Trends in Operations
Despite the fact that assets declined by $3 million from the previous year,
the Company's operations have been and continue to accelerate at a rapid pace.
For the fiscal year ended June 30, 1999, total purchases of model homes were
in excess of $16 million. Monthly revenue from leases outstanding at June 30,
1999, 1998, and 1997 was $355,685, $386,877, and $214,093, respectively.
During the fiscal year ended June 30, 1999, the Company added a new line of
business, the purchase and leaseback of commercial real estate including
office buildings, multi-family residential properties, manufacturing and
warehouse facilities. The Company purchases the real estate and enters into
fixed term leases with the real estate developers. The lessees performance is
supported by surety bonds issued by insurance companies rated "BB" to "AAA" by
the major rating agencies.
On July 15, 1999 the Company purchased a 288 unit multi-family residential
property in Jacksonville, Florida for a purchase price of $10,228,000. At June
30, 1999, and through the report date, the Company was negotiating agreements
with several real estate developers and investors to acquire additional
commercial properties at an aggregate cost of $67,700,000. Management believes
that this line of business will contribute to the growth of the Company. For
pending transactions and additional information, see Item 1.
Liquidity and Capital Resources
The Company's cash uses during the twelve months ended June 30, 1999, were for
model home acquisitions, interest, and operating expenses. The Company
provided for its cash requirements from outside borrowing, various credit
facilities, asset turnover, and cash flow from operations. The Company
believes that these sources of cash are sufficient to finance its working
capital requirements and other needs.
The Company's borrowings are made pursuant to agreements with several
financial institutions which have provided credit facilities in excess of
$43,700,000 since the Company's inception. At June 30, 1999, the Company had
$8,700,000 available under various credit facilities expiring January
through August 2000. Interest is payable monthly at rates ranging from 2
Year Treasuries plus 2.50% to prime plus 1%. The Company believes that it will
be able to extend and increase current facilities, or negotiate additional
facilities, but there can be no assurance of such extensions, increases or
additional facilities. For additional information on the Company's borrowings
and financing activities, see Note 4 to the Company's Consolidated Financial
Statements and Business Section.
Cash Flows:
Net cash provided by operating activities totaled $590,500, comprised of net
income of $759,950, less net adjustments for non-cash items of $534,828, plus
a net change in other operating assets and liabilities of $365,378.
Net cash provided by investing activities totaled $666,612, comprised of
$4,897,860 from the sale of model homes, offset by $4,216,654 in model home
purchases and $14,594 in capital expenditures.
Net cash used in financing activities totaled $931,620, comprised of principal
payments on mortgages payable of $1,390,406, deferred costs of $460,891,
preferred distributions of $80,000, and purchase of treasury stock of
$262,432, offset by proceeds from mortgages payable of $972,109, and proceeds
from stockholder loans of $290,000.
Year 2000 Readiness
SCRI's State of Readiness
SCRI has completed a review of its software and hardware and determined,
through a combination of internal testing and vendor representations that
their products have been tested and are compliant.
The Costs to Address SCRI's Year 2000 Issues
Based on current estimates and plans, SCRI believes the costs of addressing
Year 2000 issues will not be material.
The Risks and Worst Case Scenario of SCRI's Year 2000 Issues
SCRI believes the most reasonable worst case scenario will be indirect in
nature involving third parties such as clients, vendors and suppliers which
may not have successfully dealt with their Year 2000 issues. SCRI continues
to assess the key third parties that it relies upon, however, SCRI has not yet
been assured that all of the computer systems of its clients, vendors and
suppliers will be Year 2000 compliant. For example, if suppliers of SCRI's
energy or telecommunications fail to become Year 2000 compliant, such failure
possibly could have an adverse effect on SCRI's ability to conduct daily
operations or to communicate with its clients and vendors. While SCRI
continues to analyze these risks, it is possible that information relevant to
such analysis will not be made available to SCRI, or that potential solutions
will not be within SCRI's control. In addition, there can be no guarantee
that SCRI's efforts will prevent a material adverse impact on its results of
operations, financial condition and cash flows. SCRI believes that its
readiness program, including the contingency plans discussed below, should
significantly reduce the adverse effect any disruption may have.
SCRI's Contingency Plans
SCRI will continue to monitor and evaluate its key clients, vendors and
suppliers to determine the extent that SCRI is vulnerable to those third
parties' possible failure to become Year 2000 compliant. SCRI expects to
develop contingency plans throughout 1999, on an as needed basis to address
these concerns, where reasonable to do so. These plans may include
identifying and securing alternate suppliers of services and other measures
considered appropriate by management. Once developed, the contingency plans
will be continually refined, as additional information becomes available.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
STRATEGIC CAPITAL RESOURCES, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-2
Consolidated balance sheets as of June 30, 1999 and 1998 F-3
Consolidated statements of operations for the years ended
June 30, 1999, 1998, and 1997 F-4
Consolidated statements of stockholders' equity for the years ended
June 30, 1999, 1998 and 1997 F-5
Consolidated statements of cash flows for the years ended
June 30, 1999, 1998, and 1997 F-6
Notes to consolidated financial statements F-7 to F-23
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Strategic Capital Resources, Inc.
and subsidiaries
Boca Raton, Florida
We have audited the accompanying consolidated balance sheets of Strategic
Capital Resources, Inc. and subsidiaries as of June 30, 1999 and 1998 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended June 30, 1999, 1998 and 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Strategic
Capital Resources, Inc. and subsidiaries as of June 30, 1999 and 1998 and the
results of its consolidated operations and its consolidated cash flows for the
years ended June 30, 1999, 1998 and 1997, in conformity with generally
accepted accounting principles.
HORTON & COMPANY, L.L.C.
Wayne, New Jersey
August 23, 1999
F-2
STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30,
--------------------------
1999 1998
--------------------------
Revenue producing assets:
Model homes on lease, at cost, net of accumulated
depreciation of $88,963 in 1999,
and $906,679 in 1998 $34,612,978 $37,781,052
----------- -----------
Other assets:
Cash 690,719 365,227
Net assets realizable on divestiture 1,100,000 1,100,000
Deferred charges and goodwill 568,431 845,700
Other 121,656 94,097
----------- -----------
Total other assets 2,480,806 2,405,024
----------- -----------
Total assets $37,093,784 $40,186,076
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30,
--------------------------
1999 1998
--------------------------
Liabilities:
Mortgages payable $ 26,642,294 $ 30,512,635
Accounts payable and accrued expenses 587,415 481,763
Unearned rental revenue 168,246 203,367
Stockholder loans 1,315,907 1,025,907
Preferred distribution payable 10,000 -
----------- -----------
Total liabilities 28,723,862 32,223,672
----------- -----------
Stockholders' equity:
Convertible preferred stock, $.01 par value
5,000,000 shares authorized,
400,000 shares issued and outstanding
in 1998 and 1997 4,000 4,000
Common stock, $.001 par value
25,000,000 shares authorized and 17,012,005 issued
15,903,870 outstanding in 1999 17,012 -
16,934,085 outstanding in 1998 - 17,012
Additional paid-in capital 8,346,552 8,346,552
Treasury stock, 1,108,135 shares in 1999,
and 77,920 shares in 1998 (282,786) (20,354)
Retained earnings (accumulated deficit) 285,144 (384,806)
----------- -----------
Total stockholders' equity 8,369,922 7,962,404
----------- -----------
Total liabilities and stockholders' equity $37,093,784 $40,186,076
=========== ===========
See notes to consolidated financial statements
F-3
STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended June 30,
-----------------------------------------
1999 1998 1997
------------ ----------- -------------
Revenues:
Lease revenue $ 4,663,540 $ 3,544,793 $ 2,068,450
Land development income - 8,771 824,207
Sales of model homes 21,495,935 9,027,514 4,528,600
Land development sales - 8,591,956 -
Interest income 127,445 129,488 103,681
------------ ----------- -------------
26,286,920 21,302,522 7,524,938
------------ ----------- -------------
Costs and expenses:
Interest and financing costs 2,806,058 2,134,870 1,660,803
Cost of model homes sold 20,368,171 8,701,169 4,448,915
Cost of land development - 8,591,956 -
Corporate 1,433,805 1,147,978 1,057,849
------------ ----------- -------------
24,608,034 20,575,973 7,167,567
------------ ----------- -------------
Income before depreciation
and amortization 1,678,886 726,549 357,371
------------ ----------- -------------
Depreciation and amortization 592,936 1,181,860 707,345
------------ ----------- -------------
Income (loss) from continuing operations
before income tax (expense) benefit 1,085,950 (455,311) (349,974)
Income tax (expense) benefit (326,000) 298,000 77,000
------------ ----------- -------------
Income (loss) from
continuing operations 759,950 (157,311) (272,974)
Discontinued operations, net of taxes:
Loss from divested operations - - (54,444)
Gain on disposal of divested operations - - 284,876
------------ ----------- -------------
- - 230,432
------------ ----------- -------------
Net income (loss) 759,950 (157,311) (42,542)
Preferred stock distribution 90,000 - 5,000
------------ ----------- -------------
Income (loss) applicable to
common shareholders $ 669,950 $ (157,311) $ (47,542)
============ =========== =============
Earnings (loss) per share data:
Continuing operations $ 0.04 $ (0.01) $ (0.01)
Divested operations - - 0.01
----------- ----------- -------------
Earnings (loss) per share $ 0.04 $ (0.01) $ 0.00
=========== =========== =============
See notes to consolidated financial statements
F-4
STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended June 30, 1999, 1998 and 1997
Preferred stock Common Stock
------------------ ---------------------
Shares Amount Shares Amount
-------- -------- ---------- ----------
Balance, July 1, 1996 400,000 $4,000 15,959,990 $ 15,960
Exercise of common stock warrants
issued under financing agreements - - 700,000 700
Common stock issued in payment
of indebtedness - - 152,000 152
Preferred distributions - - - -
Net loss - - - -
-------- -------- ---------- ----------
Balance, June 30, 1997 400,000 4,000 16,811,990 16,812
-------- -------- ---------- ----------
Common stock issued in payment
of indebtedness - - 200,015 200
Treasury stock purchased - - - -
Net loss - - - -
-------- -------- ---------- ----------
Balance, June 30, 1998 400,000 4,000 17,012,005 17,012
-------- -------- ---------- ----------
Treasury stock purchased - - - -
Preferred distributions - - - -
Net income - - - -
-------- -------- ---------- ----------
Balance, June 30, 1999 400,000 4,000 17,012,005 17,012
========= ======== ========== ==========
Retained
Additional Treasury Stock Earnings
Paid-In ---------------- (Accumulated
Capital Shares Amount Deficit)
-------- -------- ---------- ----------
Balance, July 1, 1996 $8,223,235 - - $(184,953)
Exercise of common stock warrants
issued under financing agreements - - - -
Common stock issued in payment
of indebtedness 77,814 - - -
Preferred distributions (5,000) - - -
Net loss - - - (42,542)
-------- -------- ---------- ----------
Balance, June 30, 1997 8,296,049 - - (227,495)
-------- -------- ---------- ----------
Common stock issued in payment
of indebtedness 50,503 - - -
Treasury stock purchased - (77,920) (20,354) -
Net loss - - - (157,311)
-------- -------- ---------- ----------
Balance, June 30, 1998 8,346,552 (77,920) (20,354) (384,806)
-------- -------- ---------- ----------
Treasury stock purchased - (1,030,000) (262,432) -
Preferred distributions - - - (90,000)
Net income - - - 759,950
-------- -------- ---------- ----------
Balance, June 30, 1999 8,346,552(1,107,920) $(282,786) $285,144
========= ======== ========== ==========
See notes to consolidated financial statements
F-5
STRATEGIC CAPITAL RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended June 30,
-------------------------------
1999 1998 1997
---------- ---------- ---------
Net income (loss) $ 759,950 $(157,311) $ (42,542)
Adjustments to reconcile net income (loss) ---------- ---------- ----------
to net cash provided by operating activities:
Amortization expense 494,604 455,911 242,050
Depreciation expense 98,332 725,949 465,295
Non-cash expenses of divested operations - - 28,618
Gain on sale of model homes (1,127,764) (326,345) (79,685)
Gain on sale of divested operations - - (284,876)
Operating expenses satisfied through issuance
of common stock - 50,703 77,966
Changes in assets and liabilities:
(Increase) decrease in net operating assets of
divested segment - - (224,175)
(Increase) decrease in miscellaneous assets 26,527 54,896 59,577
(Increase) decrease in deferred income tax asset 326,000 (298,000) (77,000)
Increase (decrease)in accounts payable and
accrued expenses 47,972 14,550 345,475
Increase (decrease) in unearned rental revenue (35,121) (11,976) 155,207
---------- ---------- ----------
Total adjustments 169,450 665,688 708,452
---------- ---------- ----------
Net cash provided by
operating activities 590,500 508,377 665,910
---------- ---------- ----------
Cash flows from investing activities:
Purchase of model homes and real estate (4,216,654)(7,840,827)(4,442,544)
Proceeds from sale of model homes 4,897,860 8,929,429 4,457,977
Proceeds from sale of land - 1,716,956 -
Proceeds from sale of marketable securities - - 239,250
Capital expenditures (14,594) (607) (27,838)
Proceeds from note receivable of
divested segment - 212,500 -
---------- ---------- ----------
Net cash provided by
investing activities 666,612 3,017,451 226,845
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from mortgages payable 972,109 3,981,691 1,577,688
Principal payments on mortgages payable (1,309,406)(7,614,045)(3,846,200)
Deferred finance charges (460,891) (330,829) (254,400)
Deferred offering costs - (8,330) -
Proceeds from stockholder loans 290,000 - 1,705,000
Preferred distributions (80,000) - (15,000)
Proceeds from issuance of common stock - - 700
Purchase of treasury stock (262,432) (20,354) -
---------- ---------- ----------
Net cash used in
financing activities (931,620)(3,991,867) (832,212)
---------- ---------- ----------
Net increase (decrease) in cash 325,492 (466,039) 60,543
Cash at beginning of period 365,227 831,266 770,723
---------- ---------- ----------
Cash at end of period $ 690,719 $ 365,227 $ 831,266
========== ========== ==========
See notes to consolidated financial statements
F-6
STRATEGIC CAPITAL RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 1999, 1998 and 1997
1. Summary of significant accounting policies
This summary of significant accounting policies of Strategic Capital
Resources, Inc. and subsidiaries (hereinafter "Strategic" or the "Company")
is presented to assist in understanding the consolidated financial statements.
The consolidated financial statements and notes are representations of the
Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the consolidated financial statements.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of
Strategic Capital Resources, Inc. (formerly JJFN Services, Inc.) for the
years ended June 30, 1999, 1998, and 1997, and of its inactive, wholly-owned
subsidiary, JJFN Holdings, Inc. ("Holdings") from its date of acquisition,
May 15, 1996 and of its wholly-owned subsidiary, Model Funding I, L.L.C.
("MFI") from its date of inception, July 7, 1997. Intercompany transactions
and balances have been eliminated in consolidation.
History and business activity
The Company is engaged in three lines of business, all with major homebuilders
and real estate developers:
1) The purchase and leaseback of fully-furnished model homes.
2) The contract acquisition, development and sale of real estate.
3) The purchase and leaseback of commercial real estate.
From its inception through June 30, 1999, the Company has purchased a total of
307 model homes and sold 170, resulting in a portfolio of 137 model homes
owned at June 30, 1999. All such purchases have been from nine
nationally-known, homebuilders and real estate developers. Concurrent
therewith, the Company entered into arrangements to lease the units back to
the builders under operating lease agreements (Note 3). The Company also
acquired and sold a tract of land which was being developed by a homebuilder
(Note 3).
F-7
1. Summary of significant accounting policies (continued)
Bankruptcy-remote special-purpose subsidiary
During 1997, the Company formed Model Funding I, L.L.C. ("MFI"), a
wholly-owned, bankruptcy-remote, special-purpose subsidiary. A
bankruptcy-remote entity is established in a fashion intended to minimize the
possibility that the entity could become a debtor in a bankruptcy or
insolvency proceeding. A special-purpose entity is established with a limited
purpose. It is generally not authorized under its certificate of
incorporation to incur liabilities or engage in business except in ways that
are necessary or advisable in connection with the securitization in which it
is to be involved. MFI was formed for the exclusive purpose of acquiring
model homes and leasing them back to a single major real estate developer and
homebuilder until such time as they are sold to third parties.
In connection with the acquisition of model homes, MFI entered into loan
agreements which impose restrictions applicable only to MFI. These
restrictions are not applicable to the Company. The restrictive covenants
impose limits on the following: (a) employees, (b) operating costs, (c)
asset acquisitions, (d) a single lessee, (e) minimum dollar value of lease
payments, (f) incurring additional debt without prior approval, and (g)
transaction duration.
Due to the limited nature and short life of MFI's business, the restrictive
covenants of the loan documents and the additional surety bonds described in
Note 3, MFI is not depreciating the model homes acquired.
Fair value of financial instruments
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value
of Financial Instruments", which requires the disclosure of the fair market
value of off- and on-balance sheet financial instruments. The carrying value
of all financial instruments, including long-term and short-term debt, cash
and temporary cash investments, approximates their fair value at year end.
Year 2000
The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk. The Company has addressed this risk to the availability and
integrity of financial systems and the reliability of operational systems.
The Company believes that it will not be adversely affected by the Year 2000
conversion.
Concentration of credit risk
Financial instruments, which potentially subject the Company to concentration
of credit risk, consist principally of cash and net assets realizable on
divestiture, which consists of a note receivable (Note 10).
F-8
1. Summary of significant accounting policies (continued)
Concentration of credit risk (continued)
At June 30, 1999, the Company had cash balances with two banks which were, in
the aggregate, $322,259 in excess of the $100,000 limit insured by the
Federal Deposit Insurance Corporation. In addition, there is off-balance
sheet risk to the extent of outstanding checks. Based on credit analysis of
the financial institutions with which it does business, the Company believes
it is not exposed to any significant credit risk on cash. The Company also
has one cash account with a restricted balance of $50,000 at June 30, 1999 and
1998.
Through June 30, 1999, the Company has purchased model homes located in
Florida, Colorado, North Carolina, Virginia, Texas, New Jersey, New York,
Georgia, Pennsylvania, Nevada and Minnesota. All such homes have been leased
to nine different major homebuilders and real estate developers (Note 3).
Depreciation
Revenue-producing assets (consisting of model homes on lease) and office
furniture and equipment are carried at cost. Office furniture and equipment
(included in miscellaneous other assets) is depreciated on the straight-line
method over a five-year period.
Through the year ended June 30, 1997, the Company depreciated all model homes
on lease on the straight-line method over a 30-year period. During the years
ended June 30, 1999 and 1998, the Company changed its policy regarding
depreciation of model homes on lease. The reasons for the change were
twofold. First, the establishment of additional surety bonds as described in
Note 3 serve as credit enhancements which effectively eliminate the Company's
risk of selling model homes at less than their purchase price. Second,
eliminating depreciation in such instances achieves a better matching of
revenues and expenses. Management believes that recording depreciation
expense in one year and gain on sale of the property in a subsequent year
results in a distortion of earnings which is eliminated by ceasing to
depreciate any properties which are covered by the additional surety bonds
mentioned above. Accumulated depreciation which was previously recognized is
being reversed over a 12-month period and his been recorded as a reduction of
cost of model homes sold. For the year ended June 30, 1999, such reversal of
previously recognized accumulated depreciation recorded as a reduction of cost
of model homes sold totalled approximately $170,000. Model homes which are
not covered by such additional surety bonds continue to be depreciated on the
straight-line method over a 30-year period.
Maintenance and repairs are the responsibility of the lessee under the terms
of the leases. Gains or losses or disposition of model homes are included in
income.
Depreciation expense was $98,332, $725,949, and $465,295 for the years ended
June 30, 1999, 1998, and 1997, respectively.
F-9
1. Summary of significant accounting policies (continued)
Accounting standards changes
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121")
which is effective for fiscal years beginning after December 15, 1995. The
Company has adopted SFAS 121 for the fiscal year ended June 30, 1997.
However, its adoption has not had any material impact on the Company's
consolidated financial position. SFAS 121 provides additional guidance on
when long-lived assets should be reviewed for possible impairment, how
impairment losses should be measured and when such losses should be
recognized. In addition to long-lived assets, SFAS 121 amended the
accounting standards for valuing real estate assets to the lower of cost or
fair value less cost to sell (for certain assets the lower of cost or fair
value) from the lower of cost or net realizable value.
In October 1995, the Financial Accounting Standards Board issued "Accounting
for Stock Based Compensation" ("SFAS 123") which is effective for fiscal
years beginning after December 15, 1995. With respect to stock options
granted to employees, SFAS 123 permits companies to continue using the
accounting method promulgated by the Accounting Principles Board Opinion No.
25 ("APB 25"), "Accounting for Stock Issued to Employees," to measure
compensation or to adopt the fair value-based method prescribed by SFAS 123.
The Company has elected to continue to account for stock-based compensation in
accordance with APB 25 and therefore, SFAS 123 has no effect on the financial
statements of the Company for the years ended June 30, 1999, 1998 and 1997.
Under APB 25, the Company does not recognize compensation expense for its
stock option plans as options are granted at an exercise price equal to, or
greater than, the market price, the Company would then recognize compensation
expense in an amount equal to the excess of the market value of the
underlying stock over the exercise price of the stock option. If the APB 25
method is continued and if the differences are material, pro forma
disclosures are required as if SFAS 123 accounting provisions were followed.
No pro forma disclosures have been presented since, in the opinion of
management, the effect of the application of such provision is immaterial to
the financial statements for the years ended June 30, 1999, 1998 and 1997.
In June 1997, the Financial Accounting Standards Board issued "Reporting
Comprehensive Income" ("SFAS 130") which is effective for years beginning
after December 15, 1997. This statement establishes standards for reporting
and display of comprehensive income and its components in a full set of
general-purpose financial statements. Comprehensive income consists of
foreign currency translation adjustments, unrealized gain and losses on
certain investments in debt and equity securities and minimum pension
liability adjustments. The Company currently has no items of comprehensive
income and therefore the pronouncement has had no impact on the Company's
financial statements.
F-10
1. Summary of significant accounting policies (continued)
Earnings (loss) per common share
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "Earnings Per Share", ("SFAS 128") which
requires companies to present basic earnings per share (EPS) and diluted
earnings per share. The new standard, which is effective for all public
companies for reporting periods ending after December 15, 1997, requires
restatement of EPS for all prior periods reported. Under the requirements of
SFAS 128, the Company's basic loss per share for the year ended June 30, 1997
remains the same. Basic earnings (loss) per common share is computed by
dividing the net income or loss applicable to common stock shareholders by
the weighed average number of shares of common stock outstanding during the
period. Diluted earnings (loss) per share is computed by dividing net income
or loss by the weighted average number of common shares and dilutive common
share equivalents then outstanding using the treasury-stock method.
Conversion of dilutive securities are not presented for the years ended June
30, 1998 and 1997 because they are anti-dilutive.
Years ended June 30,
------------- ------------ -------------
1999 1998 1997
------------- ------------ -------------
Earnings:
Net income (loss) $ 759,950 $ (157,311) $ (42,542)
Dividends on preferred shares (90,000) - (5,000)
------------- ------------ -------------
Income (loss) applicable to common
Shareholders $ 669,950 $ (157,311) $ (47,542)
============= ============ =============
Basic:
Income (loss) applicable to common
Shareholders $ 669,950 $ (157,311) $ (47,542)
Weighted average shares outstanding during
the period 16,185,044 16,911,168 16,551,091
Basic earnings (loss) per share $ .04 $ (.01) $ (.00)
============= ============ =============
Diluted:
Income (loss) applicable to common
Shareholders $ 669,950 $ (157,311) $ (47,542)
============= ============ =============
Weighted average shares outstanding during
the period 16,185,044 16,911,168 16,551,091
Effect of dilutive securities:
Stock options 968,524 - -
Warrants 1,762,673 - -
------------- ------------ -------------
Diluted weighted average shares
outstanding 18,916,241 16,911,168 16,551,091
============= ============ =============
Diluted earnings (loss) per share $ .04 $ (.01) $ (.00)
============= ============ =============
In addition, the Company's 400,000 shares of preferred stock are convertible
into 400,000 shares of common stock. Such conversion has not been assumed
since the effect on earnings per share would be anti-dilutive.
F-11
2. Deferred charges and goodwill
Deferred charges and goodwill consist of the following:
June 30,
1999 1998
-------- --------
Deferred finance charges $434,557 $373,712
Deferred offering costs 62,160 62,160
Deferred income tax asset 49,000 375,000
Goodwill 22,714 34,828
-------- --------
$568,431 $845,700
======== ========
Deferred finance charges are carried at cost. Amortization is provided on the
straight-line method over the lives of the loans to which the deferred
finance charges relate. Amortization expense of deferred finance charges was
$482,490 for the year ended June 30, 1999, $443,797 for the year ended June
30, 1998, $229,936 for the year ended June 30, 1997. Accumulated
amortization of deferred finance charges totaled $1,180,273, $697,783 and
$256,285 at June 30, 1999, 1998 and 1997, respectively.
Goodwill is carried at cost and is being amortized over a fifteen-year period.
Amortization expense of goodwill was $12,114 for each of the years ended June
30, 1999, 1998 and 1997. Accumulated amortization of goodwill was $37,856,
$25,742 and $13,628 at June 30, 1999, 1998 and 1997, respectively.
3. Leasing and option fee arrangements
Leasing arrangements
The Company has entered into a series of operating leases with nine different
major homebuilders and real estate developers (the "Lessees") (Note 1) which
provide for monthly lease payments equal to approximately 1% of the Company's
purchase price of each property. Under the terms of the lease agreements,
all expenses arising during the term of the lease shall be paid by the Lessee
including, but not limited to, utilities, homeowner association assessments,
maintenance, insurance and real estate taxes. Monthly revenue from leases
outstanding at June 30, 1999, 1998, and 1997 was $355,685, $386,877, and
$214,093, respectively.
The leases terminate only upon the sale of the model homes. In connection
therewith, the Company has entered into listing agreements with brokerage
affiliates of some of the Lessees. Such agreements specify that the
commission to the affiliate shall range from 2% to 3% of the sales price of
the home. The agreements also provide for sales incentives to the brokers.
The sales price may not be less than the original cash closing purchase price
unless the Lessee elects to pay any deficiency at the closing.
F-12
3. Leasing and option fee arrangements (continued)
Leasing arrangements (continued)
All Lessees are required to provide a surety bond or equivalent financial
instrument in order to assure the performance of their obligations. The
financial instruments provided by Lessees are equal to 5% of the Company's
purchase price including related costs.
In many cases, the Company has obtained additional surety bonds which serve as
a credit enhancement facility. The Lease Bond insures the timely payment by
the lessee of the lease payments. In the event of default by the lessee, the
surety has an obligation to continue to make the lease payments. The Company
negotiates the premium for the surety bonds on a case by case basis. All
such surety bonds have been obtained from major domestic based insurance
companies rated "A" through "AAA". The intent of these arrangements is to
reduce cost of funds and thereby increase profitability.
Option fee arrangements
During September 1996, the Company acquired a 70-acre tract of land to be
developed by a homebuilder for 370 residential units at a cost of $8,591,956.
In addition, the Company entered into a development agreement to reimburse
the homebuilder up to a maximum of $4,500,000 for site development costs.
Any excess costs are for the sole account of the homebuilder. In addition,
the Company entered into a purchase option agreement whereby the developer
agreed to purchase the property on a finished-lot basis over a scheduled
three- year period and to provide a $1,719,000 deposit and post a performance
bond to secure their performance under the development agreement. During the
period from the Company's original acquisition of the land until the
developer purchases the finished lots, the developer was obligated to pay a
non-refundable monthly option fee equal to 1% of the Company's total costs
including acquisition cost, closing costs, plus sums paid under the
development agreement.
During June 1997, the Company was advised by the homebuilder that it was
electing to fully exercise its option to purchase the approximate 70-acre
tract of land being developed for 370 residential units and terminate the
development agreement. The homebuilder exercised the option on July 3, 1997,
and purchased the property for the sum of $8,591,956.
F-13
3. Leasing and option fee arrangements (continued)
Major customers
Revenues derived from two lessees, Hovnanian Enterprises, Inc. and subsidiaries
("Hovnanian") and Engle Homes, Inc. and subsidiaries ("Engle"), represent 92%,
87% and 86% of total lease and option fee revenue for the years ended June
30, 1999, 1998 and June 30, 1997, respectively. Summaries of operating
results and net assets of Hovnanian and Engle follows:
Hovnanian Enterprises, Inc. and subsidiaries
Results of Operations
(In thousands)
Six-months ended Year ended October 31,
April 30, 1999 1998 1997 1996
-------------- -------- -------- --------
Revenues $412,788 $941,947 $784,136 $807,464
Operating expenses $390,141 $900,655 $796,260 $782,458
Net income (loss) $ 13,580 $ 25,403 $(6,970) $ 17,287
Total assets $572,281 $589,102 $637,082 $614,111
Total liabilities $361,118 $387,710 $458,320 $420,489
Total stockholders' equity $211,163 $201,392 $178,762 $193,622
Engle Homes, Inc. and subsidiaries
Results of Operations
(In thousands)
Six-months ended Year ended October 31,
April 30, 1999 1998 1997 1996
-------------- -------- -------- --------
Revenues $333,216 $536,040 $425,295 $332,088
Operating expenses $314,501 $507,670 $403,396 $318,387
Net income $ 11,491 $ 14,836 $ 13,468 $ 8,495
Total assets $499,709 $431,428 $288,412 $284,789
Total liabilities $327,005 $269,704 $195,232 $203,297
Total stockholders' equity $172,704 $161,724 $ 93,180 $ 81,492
F-14
4. Mortgages payable
Mortgages payable consist of the following:
June 30,
-------------------------
1999 1998
----------- -----------
Mortgages payable to various financial
institutions under revolving loan agreements
with an aggregate credit limit of $24.2
million. Interest only is payable monthly at
rates ranging from 7.95% to 8.75%. The loan
agreements mature in January through August
2000. The loans are secured by model homes
purchased and by the related surety bonds and
leases described in Note 3. $15,449,740 $18,438,354
Mortgages payable to a financial institution,
bearing interest from 7.1% to 8.8% payable in
monthly installments totalling $94,497. The
notes are part of a $10 million revolving loan
agreement which is payable in September and
October of 2000. The loan is secured by model
homes purchased and by the related surety bonds
and leases described in Note 3. 10,594,438 9,418,437
Mortgages payables to various financial
institutions in monthly installments totalling
$47,793, including interest ranging from 8.75%
to 9.5%. The loan agreements mature in April
2000 through November 2002. The loans are
secured by model homes purchased and by the
related surety bonds and leases described in
Note 3. 598,116 2,473,394
Mortgage payable to a bank in monthly
installments of $5,063, plus interest at the
LIBOR rate plus 2.85%, until maturity in June
1998. The loan is secured by model homes
purchased and by the related surety bonds and
leases described in Note 3. This loan was
repaid in full in July 1998. - 182,450
----------- -----------
$26,642,294 $30,512,635
=========== ===========
At June 30, 1999, maturities of mortgages payable are as follows:
Year ending June 30, 2000 $18,531,416
Year ending June 30, 2001 7,602,083
Year ending June 30, 2002 508,795
-----------
$26,642,294
===========
F-15
5. Stockholder loans payable
Stockholder loans payable arose from advances various stockholders made to the
Company. The notes are payable on demand and accrue interest at 9%.
Interest on stockholder notes payable totaled $108,663 for the year ended
June 30, 1999, $103,252 for the year ended June 30, 1998, and $33,815 for the
year ended June 30, 1997.
During the years ended June 30, 1999, 1998, and 1997, the Company issued a
total of 1,959,000, 2,101,094, and 1,026,000 warrants, respectively, to
stockholders who had made loans to the Company. The warrants are exercisable
at the fair value of the stock on the date the warrant was issued. The
exercise price ranges from $0.12 to $0.47 per share. To date, none of the
warrants have been exercised.
Under the terms of an indemnity agreement described in Note 10, during
September and October 1996, $1,223,250 of stockholder loans were utilized to
offset stockholder obligations which arose from sales of marketable
securities.
6. Stockholders' equity
Convertible preferred stock
On November 2, 1995, the Company issued 400,000 shares of its 6% participating
preferred stock. Each share is convertible into one share of the Company's
common stock commencing in December 1996. Dividends may be declared on the
basis of a 50% participation in the rental revenue stream up to $60,000 per
year. The preferred stock is redeemable at the option of the Company, on the
basis of 105% within the first six-month period, 104% within the second
six-month period, 103% within the third six-month period, 102% within the
fourth six-month period, 101% within the fifth six-month period and 100%
thereafter.
During July 1996, the Company paid a $15,000 distribution on its preferred
stock, $10,000 of which had been accrued as of June 30, 1996. Such
distribution was made out of additional paid-in capital due to the lack of
available retained earnings. No other distribution were declared or paid
during the years ended June 30, 1997 or 1998, as a result of a dispute as to
which of two unaffiliated parties were entitled to receive the distributions.
During July 1998, the Company's Chairman acquired the preferred stock thereby
ending the dispute. During the year ended June 30, 1999, the Company resumed
payment of preferred distributions in arrears. Such payments totalled
$90,000. As of June 30, 1999, there are $85,000 of unpaid distributions
still in arrears. The Company is paying such arrearage at the rate of $5,000
per month.
Warrants
In conjunction with a loan agreement entered into by a former subsidiary, IECM
(Note 10) in December 1995, the Company issued 1,200,000 warrants which are
convertible into 1,200,000 shares of the Company's common stock at $.001 per
share. In August 1996, 700,000 warrants were exercised and the Company
issued 700,000 shares of common stock.
F-16
6. Stockholders' equity (continued)
Stock option plan
During August 1996, the Company established an Equity Incentive Plan (the
"Plan") to attract and retain key employees, to provide an incentive for them
to achieve long-range performance goals and to enable them to participate in
the long-term growth of the Company. Under the terms of the plan, the
Company may award Incentive Stock Options which are intended to qualify under
Section 422A of the Internal Revenue Code. All such options may be exercised
during a four-year period commencing one year from the date of the option
grant and terminating five years from date of issuance.
The following is a summary of option transactions during the years ended June
30, 1999, 1998 and 1997:
Weighted
Number of average
Shares exercise price
----------- ---------------
Outstanding at July 1, 1996 - -
Granted - October 1996 450,000 $0.125
Cancelled (200,000) $0.125
Granted - May 1997 725,000 $0.25
-----------
Outstanding at June 30, 1997 975,000
Granted - December 1997 700,000 $0.14
-----------
Outstanding at June 30, 1998 1,675,000
Granted - August 1998 800,000 $0.20
Granted - December 1998 1,025,000 $0.42
Cancelled (475,000) $0.26
-----------
Outstanding at June 30, 1999 3,025,000
===========
7. Income taxes
The Company has a $164,263 net operating loss available for carryforward to
offset future years' taxable income. The net operating loss expires in 2012.
Deferred income taxes arise from temporary differences in reporting assets and
liabilities for income tax and financial accounting purposes primarily
resulting from net operating losses.
During the year ended June 30, 1997, the Company eliminated its deferred tax
asset valuation allowance which stood at $46,000 as of June 30, 1996. Based
on estimates of future revenues and profitability, management believes that
the Company will utilize its net operating loss to offset future taxable
income prior to its expiration date.
F-17
8. Supplemental cash flow information
The Company's non-cash investing and financing activities were as follows:
During the years ended June 30, 1999, 1998, and 1997, the Company acquired
model homes and real estate at a cost of $16,813,539, $26,170,860, and
$23,104,728, respectively. Such purchases were financed as follows:
Year ended June 30,
------------ ----------- -----------
1999 1998 1997
------------ ----------- -----------
Model homes acquired $ 16,813,539 $26,170,860 $14,512,772
Real estate acquired - - 8,591,956
Bank borrowings (12,596,885) (18,330,033) (18,662,184)
------------ ----------- -----------
Expenditures for acquisition of
model homes and real estate $ 4,216,654 $ 7,840,827 $ 4,442,544
============ =========== ===========
On June 30, 1998, at the request of one law firm, the Company issued 200,000
shares of stock in payment of $50,703 of fees owed to that firm. On June 30,
1997, at the request of three different law firms, the Company issued 152,000
shares of stock in payment of an aggregate of $77,966 of fees owed to those
firms.
In connection with the divestiture described in Note 10, the Company sold
$1,027,624 in net assets of the divested segment in exchange for a note
receivable in the amount of $1,312,500.
As a result of an indemnity agreement entered into with a significant
shareholder (Note 9) the Company satisfied losses on sales of marketable
securities in September and October 1996, by off-setting $1,223,250 of
stockholder loans.
Interest paid totaled $2,756,454, $2,112,778, and $1,496,206 during the years
ended June 30, 1999, 1998 and 1997, respectively.
9. Commitments and contingencies
Lease agreement
The Company leases its office space under an operating lease for a five-year
term ending in January 2002. Rent expense for the years ended June 30, 1999,
1998 and 1997, was $87,577, $71,389, and $42,968, respectively. The
following is a schedule of future minimum lease payments:
Year ending June 30, 2000 $ 69,278
Year ending June 30, 2001 70,761
Year ending June 30, 2002 41,782
---------
$181,821
=========
F-18
9. Commitments and contingencies (continued)
Employment agreements
Effective July 29, 1997, the Board of Directors elected the Company's
principal shareholder to the position of Chairman of the Board and entered
into a ten-year employment agreement with the shareholder. Effective January
1, 1998, the employment agreement provides for annual compensation of
$225,000 with 10% annual increases during the second through tenth years.
Effective January 1, 1998, the Company entered into a five-year employment
agreement with its Vice President. The agreement specifies that the Vice
President shall receive annual compensation of $91,000 with 10% annual
increases during the second through fifth years.
Commercial real estate purchase agreements
On July 15, 1999, the Company purchased a 288 unit multi-family residential
property in Jacksonville, Florida for a purchase price of $10,228,000. The
purchase price was paid as follows:
Assumption of existing first mortgage $ 4,928,000
New loan 5,300,000
------------
Total purchase price $10,228,000
============
$1,500,000 of the purchase price is to be utilized to improve, modernize and
enhance the value of the property.
Simultaneously, the Company entered into an operation, maintenance, and
management agreement which provides for payment to the Company of a minimum
income stream per month. The agreement also provides for the management
company to purchase the property at the end of five years. The performance
under the agreement is guaranteed jointly and severally by two major
insurance companies rated "AAA" and "BB" by Standard & Poors.
The following is a summary of the anticipated revenue and expenses the Company
will realize over the five-year period:
Management Debt
Income Service Cash flow
Year 1 $1,325,212 $1,205,172 $ 120,040
Year 2 1,325,212 1,187,384 137,828
Year 3 1,378,212 1,169,359 208,853
Year 4 1,431,212 1,149,668 281,544
Year 5 1,431,212 1,129,240 301,972
---------- ---------- ----------
Total $6,891,060 $5,840,823 $1,050,237
========== ========== ==========
F-19
9. Commitments and contingencies (continued)
Commercial real estate purchase agreements (continued)
At June 30, 1999, and through the report date, the Company was negotiating
agreements with several real estate developers and investors to acquire
additional commercial properties as follows:
Nature of Approximate
real estate Location purchase price
- ------------------------------------ -------- --------------
Office buildings Nevada $19,200,000
Multi-family residential property Texas 16,000,000
Multi-family residential properties Florida 12,000,000
Manufacturing facility Tennessee 20,500,000
-----------
Total $67,700,000
===========
The agreements are subject to the following condition; (i) satisfactory
completion of due diligence regarding the assets to be acquired, (ii) the
execution of bank or institutional financing, and (iii) agreement to final
wording of all related legal documentation.
Model home purchase commitments
At June 30, 1999, and through the report date, the Company was in the process
of negotiating agreements with several homebuilders to acquire additional
model homes as follows:
Number of Approximate
model homes Location Purchase price
- ----------- ------------ --------------
39 California $10,200,000
19 Arizona 2,400,000
9 North Carolina 2,000,000
5 Utah 900,000
4 Nevada 500,000
22 California 7,500,000
13 California 3,400,000
- ----------- --------------
111 $26,900,000
=========== ==============
F-20
9. Commitments and contingencies (continued)
Real estate acquisition and development agreements
At June 30,1999, and through the report date, the Company was negotiating two
agreements with one homebuilder to acquire land and provide development
funding. The following is an outline of the transactions:
Land Acquisition Development Total
location Cost funding cost
- ------------- ----------- ---------- ------------
Arizona $ 2,654,331 $5,050,000 $ 7,704,331
Arizona 1,834,000 1,500,000 3,334,000
----------- ---------- ------------
$ 4,488,331 $6,550,000 $11,038,331
=========== ========== ============
The agreement are subject to the following conditions; (I) satisfactory
completion of due diligence regarding the assets to be acquired, (ii) the
execution of bank or institutional financing, and (iii) agreement to final
wording of all related legal documentation.
Model home sale contracts
As of June 30, 1999, and through the report date, the Company had sales
contracts pending on 35 model homes at an aggregate sales price of
$9,785,106. The model homes were acquired at an aggregate cost of $9,413,033.
Qualified retirement plan
During the year ended June 30, 1997, the Company adopted the provisions of a
savings incentive match plan for employees ("SIMPLE") which covers
substantially all employees of the Company. The SIMPLE is a qualified plan
under the provisions of The Internal Revenue Code which permits employees to
make elective contributions to a retirement plan on a pre- tax basis. The
Company makes a matching contribution which totaled $11,514, $6,159 and
$3,180 for the years ended June 30, 1999, 1998 and 1997, respectively.
Indemnity agreement
During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced Strategic not to sell its shares of
Antares Resources Corporation ("Antares"), a publicly-held company whose
stock was traded on the NASDAQ Small-Cap Stock Market. The Company's
investment represented approximately 3% of the outstanding common stock of
Antares. The shareholder agreed that if Strategic, in the future, sold any
shares at a price less than the market value of the shares at their date of
acquisition ($2.50 per share), the shareholder would contribute additional
shares of Antares common stock, or other property, having a fair market value
equal to such difference.
During September 1996, Strategic sold 485,000 shares of Antares, which were
acquired at a cost of $1,212,500, for $218,250, and in October 1996 sold
100,000 shares of Antares, which were acquired at a cost of $250,000, for
$21,000. Since the shareholder agreed to indemnify Strategic if the
marketable securities were sold at less than cost, no loss was recorded on the
sale. The deficiency of $1,223,250 was satisfied by offsetting $1,223,250 of
loans due to the shareholder.
F-21
9. Commitments and contingencies (continued)
Financing activities
At June 30, 1999, the Company had approximately $8.7 million of unused,
committed credit facilities available under existing revolving loan
agreements which may be utilized to acquire model homes in accordance with
the terms of those agreements. Such credit facilities expire January through
August 2000.
As a part of its ongoing business, the Company is in constant discussion with
financial institutions for credit facilities, as well as private or public
placements of its debt or equity securities. An offering or private
placement of senior notes with warrants, convertible preferred stock or
similar type of security is currently being evaluated. It is the policy of
the Company not to incur costs from activation of credit facilities unless
and until needed.
Legal proceedings
The Company filed suit against BankAtlantic Bancorp., Inc., and BankAtlantic,
a federal savings bank, in the Circuit Court of the 15th Judicial Circuit in
and for Palm Beach County, Florida, by complaint dated December 30, 1998.
The complaint charges a breach of fiduciary duty and seeks unspecified
damages in that the defendant, undertook to act as agent or broker in
connection with obtaining a $200 million loan facility, relating to a sale and
lease back program for a major, publicly-traded national builder. Rather
than complete the financing transaction, the complaint alleges economic
opportunity was usurped by defendant and entered into an agreement directly
with the builder, utilizing inter alia, the terms of the Company's program.
The Company believes that it has a meritorious claim and should prevail.
The Company filed a lawsuit in June 1999, against Monarch Investment
Properties, Inc., formerly known as Iron Holdings Corp., Iron Eagle
Contracting and Mechanical, Inc., Tahoe Realty Corp., Anthony Gurino, Dennis
Sommesso, and others, in the Supreme Court of the State of New York, County
of Queens. The action asserts seven separate causes of action arising out of
a default in payment of a $1,100,000 promissory note evidencing moneys due to
the Company from Monarch / Iron Holdings as a result of its purchase of
certain corporate stock of Iron Eagle from the Company (Note 10).
Based on information currently available to the Company, it anticipates that
it will collect the outstanding balance, accrued interest, as well as
collection costs. The Company has not accrued interest on the note since
March 31, 1999.
The Company believes that it has a meritorious claim and should prevail.
The Company is not presently involved in any other material litigation nor, to
its knowledge, is any material litigation threatened against the Company or
its properties, other than routine litigation arising in the ordinary course
of business.
F-22
10. Divested operations
Effective October 1, 1996, the Company disposed of its construction
subsidiary, Iron Eagle Contracting and Mechanical, Inc. ("IECM"). The
results of IECM have been reported separately as a divestiture in the
consolidated statements of operations.
Assets and liabilities of IECM which were divested consist of the following:
September 30, 1996
------------------
Cash $ 56,641
Contract receivables 601,976
Land and development costs 556,826
Furniture and equipment 276,953
Intangibles and other assets 339,038
-------------
Total assets 1,831,434
Liabilities (803,810)
-------------
Net assets of divested segment $1,027,624
=============
The following table summarizes selected financial data of the Company's
divested operation.
Three months ended
September 30, 1996
------------------
Revenues $ 596,730
Expenses 651,174
------------
Loss from divested operations $ (54,444)
============
Such amounts have not been included in operating revenues or expenses in the
accompanying consolidated statements of operations.
Under the terms of the agreement, the Company sold the net assets of IECM for
a note in the amount of $1,312,500 thereby realizing a gain on divestiture of
$284,876. The note bears interest at the prime rate plus 1%. Interest is
payable in monthly installments. The note is secured by all assets of its
parent company, Monarch Investment Properties, Inc. ("Monarch") which was
formerly known as Iron Holdings Corp. and by all of the issued and
outstanding shares of IECM.
As of June 30, 1999 and 1998, the balance receivable on the note is
$1,100,000. In June 1999, the Company filed suit to collect the balance of
the note. See Note 9.
F-23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 will be contained in the Company's
definitive proxy materials to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be contained in the Company's
definitive proxy materials to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 will be contained in the Company's
definitive proxy materials to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 will be contained in the Company's
definitive proxy materials to be filed with the Securities and Exchange
Commission and is incorporated in this Annual Report on Form 10-K by this
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
Reference is made to the index set forth in "ITEM 8, FINANCIAL
STATEMENTS and SUPPLEMENTARY DATA" of this Annual Report on
Form 10-K.
2. Financial Statement Schedules:
Reference is made to the index set forth in "ITEM 8, FINANCIAL
STATEMENTS and SUPPLEMENTARY DATA" of this Annual Report on
Form 10-K.
3. Exhibits:
The following exhibits are filed as part of this Annual Report on
Form 10-K.
Incorporated by
Reference to Registration
Exhibit No. Statement 333-1842 Description
- ----------- ------------------------- -----------------------------------
3.1 X Company Certificate of
Incorporation, as amended
to date
3.2 X Company By-laws, as amended
to date
Incorporated by
Reference to Form
Exhibit No. 10K June 30, 1998 Description
- ----------- ------------------------- -----------------------------------
10.12 X Employment Contract with David
Miller dated as of January 1, 1998.
10.13 X Employment Contract with John
Kushay dated as of January 1, 1998.
Incorporated by
Reference to Form
Exhibit No. 10K June 30, 1997 Description
- ----------- ------------------------- -----------------------------------
10.14 X Incentive Stock Plan of the Company.
21.1 (Filed herewith) List of Company subsidiaries.
27.1 (Filed herewith) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STRATEGIC CAPITAL RESOURCES, INC.
By: /s/David Miller
David Miller, Chairman of the Board
By: _/s/John P. Kushay
John P. Kushay, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/David Miller Dated: September 24, 1999
David Miller, Director
/s/Samuel G. Weiss Dated: September 24, 1999
Samuel G. Weiss, Director
/s/Joan E. Kushay Dated: September 24, 1999
Joan E. Kushay, Director
/s/John P. Kushay Dated: September 24, 1999
John P. Kushay, Director
/s/Ralph Wilson Dated: September 24, 1999
Ralph Wilson, Director
/s/Kenneth MacKenzie Dated: September 24, 1999
Kenneth MacKenzie, Director
/s/Geoffrey J. Winters Dated: September 24, 1999
Geoffrey J. Winters, Director
/s/John H. Roach, Jr. Dated: September 24, 1999
John H. Roach, Jr., Director
EXHIBIT 21.1
List of Registrants' subsidiaries
Subsidiary Name State of Incorporation
- ------------------- ----------------------
JJFN Holdings, Inc. Delaware
Model Funding I, LLC Delaware
Model Funding II, LLC Delaware