Attached files
file | filename |
---|---|
EX-31.2 - NowAuto Group, Inc. | v169393_ex31-2.htm |
EX-32.1 - NowAuto Group, Inc. | v169393_ex32-1.htm |
EX-31.1 - NowAuto Group, Inc. | v169393_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACTOF 1934
For
the fiscal quarter ended:
|
Commission
file number:
|
December
31, 2008
|
000-50709
|
NOWAUTO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
77-0594821
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|
of
incorporation)
|
Identification
No.)
|
4240 E
Elwood, Phoenix, Arizona 85040
(address
of principal executive offices, including zip code)
(602)
431-0015
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports 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 o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes o No
x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Title
of Each Class
|
Outstanding
at December 31, 2008
|
|
Common
Stock, par value $0.001 per share
|
9,843,046
|
The
purpose of this restatement is to add a signature page at the end and revise
Item 4 on Controls and Procedures
NowAuto
Group, Inc
Condensed
Consolidated Balance Sheets
December 31,
|
June 30,
|
|||||||
2008
|
2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
(Restated)
|
||||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 47,353 | $ | 32,508 | ||||
Accounts
Receivable - Net
|
3,199,040 | 2,742,067 | ||||||
Inventory
|
384,832 | 665,338 | ||||||
Prepaid
Expenses
|
21,164 | 44,071 | ||||||
Total
Current Assets
|
3,652,389 | 3,483,984 | ||||||
Long
Term Notes Receivable
|
3,973,257 | 3,375,008 | ||||||
Equipment
- Net
|
68,382 | 84,293 | ||||||
Goodwill
|
716,179 | 716,179 | ||||||
Total
Assets
|
$ | 8,410,206 | $ | 7,659,464 | ||||
Liabilities
and Stockholders' Equity (Deficit)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 330,137 | $ | 431,307 | ||||
Taxes
Payable
|
413,195 | 8,877 | ||||||
Line
of Credit
|
2,291,132 | 2,102,490 | ||||||
Accrued
Payroll
|
69,112 | 50,604 | ||||||
Deferred
Revenue
|
1,372,802 | 1,085,449 | ||||||
Other
Loans
|
66,579 | 129,440 | ||||||
Total
Current Liabilities
|
4,542,957 | 3,808,168 | ||||||
Long
Term Notes Payable
|
6,520,915 | 5,355,922 | ||||||
Commitment
|
0 | 0 | ||||||
Total
Liabilities
|
11,063,872 | 9,164,090 | ||||||
Stockholders'
Equity
|
||||||||
Common
Stock, authorized 1,000,000,000 shares
|
||||||||
$0.001
par value; Issued and Outstanding
|
||||||||
December
31, 2008 - 9,843,046 shares;
|
||||||||
less
400,000 Treasury stock
|
||||||||
June
30, 2008 - 9,843,046 shares;
|
||||||||
less
400,000 Treasury stock
|
9,842 | 9,842 | ||||||
Treasury
Stock
|
(17,500 | ) | (6,500 | ) | ||||
Paid
in Capital
|
4,565,631 | 4,565,631 | ||||||
Retained
Earnings/(Deficit)
|
(7,211,639 | ) | (6,073,599 | ) | ||||
Total
Stockholder's Equity (Deficit)
|
(2,653,666 | ) | (1,504,626 | ) | ||||
Total
Liabilities and Stockholder's Equity (Deficit)
|
$ | 8,410,206 | $ | 7,659,464 |
The
accompanying notes are an integral part of these financial
statements.
NowAuto
Group, Inc
Condensed
Consolidated Statements of Operations
3 Months
|
3 Months
|
6 months
|
6 months
|
||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||
Dec 31,
|
Dec 31,
|
Dec 31,
|
Dec 31,
|
||||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||
|
(Restated)
|
(Restated)
|
|||||||||||||||
Income
|
|||||||||||||||||
Vehicle
& Finance Income
|
$ | 1,361,650 | $ | 1,063,650 | $ | 2,467,876 | $ | 2,150,189 | |||||||||
Cost
of Goods Sold
|
847,005 | 487,529 | 1,571,258 | 1,071,029 | |||||||||||||
Gross
Profit/Loss
|
514,645 | 576,121 | 896,618 | 1,079,160 | |||||||||||||
Gross
Margin
|
37.8 | % | 54.2 | % | 36.3 | % | 50.2 | % | |||||||||
Expenses
|
|||||||||||||||||
Selling
and Financing Costs
|
525,790 | 412,734 | 997,682 | 948,945 | |||||||||||||
General
and Administrative
|
314,717 | 245,747 | 592,946 | 487,942 | |||||||||||||
Loss
before Interest and Tax
|
(325,863 | ) | (82,361 | ) | (694,011 | ) | (357,728 | ) | |||||||||
Interest
|
(221,352 | ) | (229,068 | ) | (444,029 | ) | (445,139 | ) | |||||||||
Provision
for Income Tax
|
0 | 0 | 0 | 0 | |||||||||||||
Net
Loss
|
$ | (547,215 | ) | $ | (311,429 | ) | $ | (1,138,040 | ) | $ | (802,867 | ) | |||||
Earnings
Per Share
|
(0.06 | ) | (0.03 | ) | (0.12 | ) | (0.08 | ) | |||||||||
Weighted
Average Number of
|
|||||||||||||||||
Common
Shares O/S
|
$ | 9,843,046 | $ | 9,843,046 | $ | 9,843,046 | $ | 9,843,046 |
The
accompanying notes are an integral part of these financial
statements.
NowAuto
Group, Inc
Condensed
Consolidated Stockholders' Equity
(Restated)
Paid in
|
Treasury
|
Accumulated
|
Total
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Deficit
|
Equity
|
|||||||||||||||||||
Balance
June 30, 2005
|
$ | 8,157,662 | $ | 8,157 | $ | 3,523,116 | $ | 0 | $ | (1,628,393 | ) | $ | 1,902,880 | |||||||||||
Stock
Subscribed
|
0 | |||||||||||||||||||||||
Purchase
of Global-E Investments
|
1,550,000 | 1,550 | (1,550 | ) | 0 | |||||||||||||||||||
Stock
for services
|
50,000 | 50 | 24,950 | 25,000 | ||||||||||||||||||||
Stock
for services
|
20,000 | 20 | 5,180 | 5,200 | ||||||||||||||||||||
Common
shares issued for cash
|
26,923 | 27 | 3,473 | 3,500 | ||||||||||||||||||||
Common
shares issued for cash
|
38,461 | 38 | 4,962 | 5,000 | ||||||||||||||||||||
Subscribtions
received
|
1,005,500 | |||||||||||||||||||||||
Net
(Loss)
|
(441,926 | ) | (441,926 | ) | ||||||||||||||||||||
Balance,
June 30, 2006
|
9,843,046 | 9,842 | 4,565,631 | 0 | (2,070,319 | ) | 1,499,654 | |||||||||||||||||
Net
Loss
|
(2,286,402 | ) | (2,286,402 | ) | ||||||||||||||||||||
Balance
June 30, 2007
|
9,843,046 | 9,842 | 4,565,631 | 0 | (4,356,721 | ) | (786,748 | ) | ||||||||||||||||
Treasury
Stock Receivable
|
(6,500 | ) | (6,500 | ) | ||||||||||||||||||||
Net
Loss
|
(1,716,878 | ) | (1,716,878 | ) | ||||||||||||||||||||
Balance
June 30, 2008
|
9,843,046 | 9,842 | 4,565,631 | (6,500 | ) | (6,073,599 | ) | (2,510,126 | ) | |||||||||||||||
Treasury
Stock Receivable
|
(11,000 | ) | (11,000 | ) | ||||||||||||||||||||
Net
Loss
|
(1,138,040 | ) | (1,138,040 | ) | ||||||||||||||||||||
Balance
December 31, 2008
|
$ | 9,843,046 | $ | 9,842 | $ | 4,565,631 | $ | (17,500 | ) | $ | (7,211,639 | ) | $ | (3,659,166 | ) |
The
accompanying notes are an integral part of these financial
statements.
NowAuto
Group, Inc
Condensed
Consolidated Statements of Cash Flows
6 Months
|
6 Months
|
|||||||
Ended
|
Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
|
(Restated)
|
|||||||
Operating
Activities
|
||||||||
Net
Income (Loss)
|
$ | (1,138,040 | ) | $ | (804,367 | ) | ||
Adjustments
to reconcile Net Loss to Net Cash
|
||||||||
used
in Operating Activities
|
||||||||
Depreciation/Amortization
Expense
|
5,951 | 5,362 | ||||||
(Increase)/Decrease
in Receivables
|
(1,099,880 | ) | (74,717 | ) | ||||
(Increase)/Decrease
in Inventory
|
301,506 | (232,373 | ) | |||||
(Increase)/Decrease
in Other Current Assets
|
38,062 | 8,879 | ||||||
(Decrease)/Increase
in Accounts Payable
|
267,344 | 28,196 | ||||||
(Decrease)/Increase
in Other Liabilities
|
0 | 348,832 | ||||||
Net
Cash Provided by Operating Activities
|
(487,017 | ) | 84,179 | |||||
|
||||||||
Net
cash provided by operating activities
|
(1,625,057 | ) | (720,188 | ) | ||||
Investing
Activities
|
||||||||
(Increase)/Decrease
in Purchase of Fixed Assets
|
0 | (3,677 | ) | |||||
(Increase)/Decrease
in Long Term Notes Receivable
|
0 | 18,442 | ||||||
Disposal
of Assets
|
9,961 | 0 | ||||||
Net
Cash provided by (used in) Investing Activities
|
9,961 | 14,765 | ||||||
Financing
Activities
|
||||||||
(Decrease)/Increase
in Deferred Revenue
|
287,355 | 0 | ||||||
Proceeds
from issuance of debt
|
1,353,635 | 767,210 | ||||||
(Decrease)/Increase
in Commitment
|
0 | (86,859 | ) | |||||
(Decrease)/Increase
in Treasury Stock
|
(11,000 | ) | 0 | |||||
Net
cash provided by Financing Activities
|
1,629,990 | 680,351 | ||||||
|
||||||||
Net
Increase/(Decrease) in Cash
|
14,893 | (25,072 | ) | |||||
Cash,
Beginning of Period
|
32,461 | 66,786 | ||||||
Cash,
End of Period
|
$ | 47,354 | $ | 41,714 | ||||
Supplemental
Information:
|
||||||||
Period
interest
|
222,677 | 229,068 | ||||||
Income
Taxes paid
|
0 | 0 |
The
accompanying notes are an integral part of these financial
statements.
Note
1. ORGANIZATION AND BUSINESS
NowAuto,
Inc. (the Company) was organized in the state of Nevada on August 19, 1998 under
the name WH Holdings, Inc. On June 8, 2004 the name was changed to Automotive
Capital Group, Inc and the Company increased its authorized common stock. On
August 31, 2004 the name was changed to NowAuto, Inc.
The
Company focuses mainly on the "Buy Here/Pay Here" segment of the used car
market. The Company primarily sells 1999 and newer model year used vehicles.
Many of the Company's customers have limited financial resources and would not
qualify for conventional financing as a result of limited credit histories or
past credit problems. As of September 30, 2006, the Company had four operating
lots located in metropolitan Phoenix and Tucson, Arizona. The Company also has a
wholly owned subsidiary, Navicom GPS, Inc., which markets GPS tracking
units.
On July
21, 2005 the Company was purchased by Global-E Investments, Inc. Since Global-E
was a non-operating company, this purchase was accounted for as a
recapitalization stock exchange reverse acquisition. This means that for legal
purposes the continuing entity is Global-E Investments, Inc. and for
historically accounting purposes the accounting records of Now Auto are shown.
Global-E Investments has changed its name to NowAuto Group, Inc.
Note
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of
Consolidation
The
consolidated financial statements include the accounts of NowAuto Group, Inc.
and its subsidiary. All significant inter-company accounts and transactions have
been eliminated. The Company operates on a June 30 fiscal year.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the period. Actual results could differ from those
estimates.
Concentration of
Risk
The
Company provides financing in connection with the sale of substantially all of
its vehicles. Periodically, the Company maintains cash in financial institutions
in excess of the amounts insured by the federal government.
Cash
Equivalents
The
Company considers all highly liquid debt instruments purchased with maturities
of three months or less to be cash equivalents.
The
Company originates installment sale contracts from the sale of used vehicles at
its dealerships. Finance receivables are collateralized by vehicles sold and
consist of contractually scheduled payments from installment
contracts.
Used Car
Inventory
Inventory
consists of used vehicles and is valued at the lower of cost or market on a
specific identification basis. Vehicle reconditioning costs are capitalized as a
component of inventory. Repossessed vehicles are recorded at fair value, which
approximates wholesale value. The cost of used vehicles sold is determined using
the specific identification method.
Equipment
Property
and equipment are stated at cost. Expenditures for additions, renewals and
improvements are capitalized. Costs of repairs and maintenance are expensed as
incurred. Leasehold improvements are amortized over the shorter of the estimated
life of the improvement or the lease period. The lease period includes the
primary lease term plus any extensions that are reasonably assured. Depreciation
is computed principally using the straight-line method generally over the
following estimated useful lives:
Furniture,
fixtures and equipment
|
3 to 7 years
|
|
Leasehold improvements
|
5 to 15 years
|
Property
and equipment are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
values of the impaired assets exceed the fair value of such assets. Assets to be
disposed of are reported at the lower of the carrying amount of fair value less
costs to sell.
Sales
Tax
The
Company pays sales taxes to local and state governmental agencies on vehicles
sold and leased. For sales contracts, calculations for sales taxes are made on
an accrual basis. Vehicle repossessions are allowed as a deduction from taxable
sales in the month of repossession. Customers often make their down payments in
periodic increments over a period of four to six weeks. The Company does not
report the sale for sales tax purposes until the down payments are fully paid.
This is congruent with industry standard and complies with state tax codes. For
lease agreements, sales tax is paid when funds are received from the customer.
Therefore, leases are reported for sales tax purposes in the period the lease is
signed. There is no allowable deduction for vehicle repossessions. The Company
is current with its filings of reports.
Income
Taxes
Income
taxes are accounted for under the liability method. Under this method, deferred
tax assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates expected to apply in the years in which these temporary
differences are expected to be recovered or settled.
Revenue
Recognition
Revenues
from the sale of used vehicles are recognized when the sales contract is signed,
the customer has taken possession of the vehicle and, if applicable, financing
has been approved.
Revenue
from GPS units devices is recognized when a unit has been ordered and shipped.
Revenue from access time purchased is recognized ratably over the term of the
access contracts. Access terms can vary from one month to 36 months. A Deferred
Revenue account is set up for any access time paid for but not yet
earned.
Advertising
Costs
Advertising
costs are expensed as incurred and consist principally of radio, television and
print media marketing costs. Advertising costs amounted to $14,274 and $22,053
for the three months ended December 31, 2007 and 2008,
respectively.
Earnings per
Share
Basic
earnings per share are computed by dividing net income by the average number of
common shares outstanding during the period. Diluted earnings per share takes
into consideration the potentially dilutive effect of common stock equivalents,
such as outstanding stock options and warrants, which if exercised or converted
into common stock would then share in the earnings of the Company. In computing
diluted earnings per share, the Company utilizes the treasury stock method and
anti-dilutive securities are excluded.
Stock Option
Plans
As of
December 31, 2008 the Company had no employee stock ownership plan.
Repossession
Accrual
The
repossession accrual represents the amount of the loss expected to be
experienced upon repossession of cars adjusted by the actual loss experienced.
The Company believes that it is more profitable to keep the customer in the
vehicle. Great effort was made to accomplish this goal. The Company is currently
reviewing these efforts for their effectiveness and revising the approach to be
more proactive rather than reactive.
Note
3. FINANCE AND ACCOUNTS RECEIVABLES - NET
Financed Contract
Receivable-net
The
Company originates installment sale contracts from the sale of used vehicles at
its lots. These installment sale contracts typically a) include interest rates
of up to 29.99% per annum, b) are collateralized by the vehicle sold and c)
provide for payments over a period of 39 months. As of December 31, 2008 the
Company was holding financed contracts. These are shown below.
December
31,
|
September
30,
|
|||||||
2008
|
2008
|
|||||||
Financed
Contracts Receivable
|
$ | 6,398,813 | $ | 5,267,915 | ||||
Allowance
for doubtful accounts
|
(77,226 | ) | (33,491 | ) | ||||
Financed
Contracts-net
|
$ | 6,322,356 | $ | 5,234,424 |
During
the Quarter ending June 30, 2007, the Company began leasing as well as selling
vehicles. This has two immediate advantages. First, all sales tax on sale
contracts is due and payable when the down payment is fully satisfied even
though the cash flow generated from the sale is spread over approximately 36 to
39 months. Sales tax on leases is due only on monies received spreading the
obligation evenly with the cash flow. Secondly, the vehicle is titled
differently making it a little easier should the Company need to retake
possession of the vehicle.
Accounting
for leases is different though the results are very similar to sale contracts.
The principle balance of sales contracts is recorded as Notes Receivable. The
agreed sale price of the vehicle is the revenue recognized. According to
Generally Accepted Accounting Principles (GAAP) as stated in SFAS No. 13, the
Company recognizes its leases as sales-type capital leases. In this case, the
total remaining payments plus residual value is recorded as Notes Receivable.
Interest is recorded as Deferred Revenue and recognized as appropriate during
the lease period. The present value of the annuity due on the monthly payment is
the recognized revenue. This amount tends to be lower than the sales price. The
cost of the vehicle minus the present value of the residual value is recognized
as the cost of sales. These differences will initially have a negative affect on
gross margin. In the long term, it will increase the amount of interest
income.
In the
past, sales tax was not booked until payment was received and thus the tax was
due. As a result of the conversion into different software during the three
months ending December 31, 2009, sales tax is now recognized in a different
manor. The full amount of the tax is recorded as a payable with a corresponding
increase to Lease Receivables. This also means that Lease Receivables reflects
the total payments to be paid thru out the lease period as stated on the lease
contract.
Note
4. PROPERTY AND EQUIPMENT
A summary
of equipment and accumulated depreciation as follows:
December
31,
|
June
30,
|
|||||||
2008
|
2008
|
|||||||
Furniture,
fixtures and Equipment
|
$ | 30,620 | $ | 41,622 | ||||
Leasehold
improvements
|
26,693 | 58,235 | ||||||
Computers
& Software
|
44,427 | 18,100 | ||||||
Less
accumulated depreciation
|
(33,358 | ) | (33,664 | ) | ||||
Net
Equipment
|
$ | 68,382 | $ | 84,293 |
Note
5. GOODWILL
During
the fiscal year ending June 30, 2005, the Company purchased the rights to three
used car lots and its subsidiary Navicom Corporation. The Company performed an
analysis of its booked Goodwill compared to the present value of projected
future profits for the next five years. Based on that analysis the recorded
Goodwill will hold its value. The recorded Goodwill on December 31, 2008 was as
follows:
Quarter Ending December 31,
|
2008
|
2007
|
||||||
$ | 716,179 | $ | 716,179 |
Note
6. INCOME TAXES
The
provision for income taxes for the fiscal quarters ended December 31, 2008 and
2007 were as follows below. A valuation account has been set up in the amount of
the deferred asset.
Quarter ended December 31,
|
2007
|
2008
|
||||||
Provision
for income taxes:
|
||||||||
Current
taxes payable
|
$ | 0 | $ | 0 | ||||
Change
in the deferred tax asset
|
||||||||
(net
of the valuation account)
|
0 | 0 | ||||||
Total
|
$ | 0 | $ | 0 |
Note
7. STOCKHOLDERS' EQUITY
Common
Stock
NowAuto,
Inc. (the Company) was organized in the state of Nevada on August 19, 1998 under
the name WH Holdings, Inc. On June 8, 2004 the name was changed to Automotive
Capital Group, Inc and the Company increased its authorized common stock to
100,000,000 shares with a par value of $0.001. On August 31, 2004 the name was
changed to NowAuto, Inc.
No shares
have been issued since June 30, 2006.
Note
8. NAVICOM
The
Company has two segments, its cars sales and its GPS unit sales (Navicom).
Currently, Navicom is in the process of changing its product brand and business
model. Great effort has been made to seek products with more cost effective
feature sets that will better serve its customers. At this time, Navicom has
minimal activity only serving NowAuto Group.
Note
9. STOCK OPTIONS AND WARRANTS
Currently
the Company has no outstanding options or warrants.
Note
10. COMMITMENTS AND CONTINGENCIES
Facility
Leases
The
Company leases certain car lots and office facilities under various operating
leases. Lot leases are generally for periods from one to three years and may
contain multiple renewal options. As of December 31, 2008, the aggregate rentals
due under such leases, including renewal options that are reasonably assured,
are as follows:
2008
|
$ | 182,741 | ||
2009
|
$ | 155,192 | ||
2010
|
$ | 155,192 | ||
2011
|
$ | 155,192 | ||
2012
|
$ | 155,192 |
Note
11. COMPENSATION OF OFFICERS
Scott
Miller, CEO entered into an agreement with the Company on January 20, 2005 for
$250,000 as a retention bonus. The Company has been unable to honor the full
agreement. Currently, Mr. Miller receives a salary of $130,000 per year. He
drives a company-owned vehicle most of the time as does other Company
management. Theodore Valenzuela serves as the COO. He receives an annual salary
of $128,000. The other officer currently receives salary of less than
$100,000.
Note
12. CONTRACT FINANCING
During
the quarter ended September 30, 2006 the Company initiated relations with a new
finance company to finance installment contracts from customers. The monies
advanced are based upon the contract price and vary per car. The individual car
is used as collateral for the advanced funds. Substantially all of the
installment contracts financed requires the Company's customers to make their
monthly payments via ACH (automatic account withdrawal). The Company pays a
variable interest rate over the Prime Rate for its financing. The finance
company receives all of the payments from the customers, removes its portion
(interest and principal) and then makes the remainder available for the Company
to pull from when needed. The Company retains ownership of these contracts and
is active in the collection of delinquent accounts from these contracts. The
Company also has contracts, which it administers itself.
Note
13. TREASURY STOCK
In the
quarter ending June 30, 2008 and September 30, 2008, the Company repurchased
stock from a shareholder. These shares are still in transit and are therefore
still reported as being outstanding.
Note
14. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is
a listing of the most recent accounting standards SFAS 160-162 and their effect
on the Company.
Statement
No. 160 - Noncontrolling Interests in Consolidated Financial Statements—an
amendment of ARB No. 51
A
noncontrolling interest, sometimes called a minority interest, is the portion of
equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards. While the Company does present consolidated financial statements,
there are currently no minority interests.
Statement
No. 162 - The Hierarchy of Generally Accepted Accounting Principles
Prior to
the issuance of Statement 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards (SAS) No. 69, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles. SAS 69 has been criticized because it
is directed to the auditor rather than the entity. Statement 162 addresses these
issues by establishing that the GAAP hierarchy should be directed to entities
because it is the entity (not its auditor) that is responsible for selecting
accounting principles for financial statements that are presented in conformity
with GAAP.
SFAS No.
13 - Accounting for Leases is used to determine the method of accounting for
leases. (See Note 3)
Note
16. GOING CONCERN
The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. We sustained a material loss in the year ended June
30, 2005. This loss continued December 31, 2008. This raised substantial doubt
about our ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this
uncertainty.
Management
has made efforts to improve our profitability by increasing the margins on cars
sold. They have also hired new finance and accounting personnel to better track
our profitability and negotiate selling contracts. Additionally, we may need to
attract capital investors to continue in existence. No assurance can be made
that these investors will be forthcoming.
Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion should be read in conjunction with the Company's
consolidated financial statements and notes thereto appearing elsewhere in this
report.
Forward-looking
Information
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Certain information included in this
Quarterly Report on Form 10-Q contains, and other materials filed or to be
filed by
the Company with the Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or to be made by
the Company or its management) contain or will contain, forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The
words "believe," "expect," "anticipate," "estimate," project" and similar
expressions identify forward-looking statements, which speak only as of the date
the statement was made. The Company undertakes no obligation to publicly update
or revise any forward-looking statements. Such forward-looking statements are
based upon management's current plans or expectations and are subject
to a number of uncertainties and risks that could significantly affect current
plans, anticipated actions and the Company's future financial conditions and
results. As a consequence, actual results may differ materially from those
expressed
in any forward-looking statements made by or on behalf of the Company as a
result of various factors. Any forward-looking statements are made pursuant to
the Private Securities Litigation Reform Act of 1995 and, as such, speak only as
of the date made.
Overview
Since
2004, NowAuto Group, Inc., a Nevada corporation (the "Company") is a publicly
held retailer focused on the "Buy Here/Pay Here" segment of the used vehicle
market. The Company generally sells 1999 and newer model-year used vehicles and
provides financing for substantially all of its customers. Many of the Company's
customers have limited financial resources and would not qualify for
conventional financing as a result of limited credit histories or past credit
problems. As of December 31, 2008 the Company had three stores, all of which are
located in the State of Arizona.
The
market for used vehicle sales in the United States is significant. Used vehicle
retail sales typically occur through franchised new vehicle dealerships that
sells used vehicles, or independent used vehicle dealerships. The Company
operates
in the "Buy Here/Pay Here" segment of the independent used vehicle sales and
finance market. Buy Here/Pay Here dealers sell and finance used vehicles to
individuals with limited credit histories or past credit problems. Buy Here/Pay
Here dealers typically offer their customers certain advantages over more
traditional financing sources, such as broader and more flexible credit terms,
attractive payment terms, including scheduling payments on a weekly or bi-weekly
basis to coincide with a customer's payday, and the ability to make payments in
person, an important feature to individuals who may not have checking accounts.
In turn, interest rates on vehicle loans provided by the Company are generally
higher than those offered to individuals who purchase from other new or used
vehicle dealers or who have better credit histories.
The
Company's primary focus is on sales and collections. The Company is responsible
for its own collections through its internal collection department with
supervisory involvement of the corporate office. In the past year the Company
implemented new and stricter underwriting criteria at the store level. In
addition the Company implemented stricter contract criteria which, in the short
term, resulted in higher repossessions and charge-off accounts. In addition,
credit losses are also imparted, to some degree, by economic conditions in the
markets in which the Company serves. In recent months, adverse economic
conditions have had a negative impact on collection results. While the Company
believes that most significant factor affecting credit losses is the proper
execution (or lack therefore) of its business practices, the Company also
believes that current economic conditions have had a negative impact on its
operations and results.
Hiring,
training and retaining qualified personnel are critical to the Company's
success. The number of trained managers the Company has at its disposal will
limit the rate at which the Company adds new stores. Excessive turnover,
particularly at the store manager level, could impact the Company's ability to
add new stores. The Company expects to continue to invest in the development of
its workforce.
The
Company also offers GPS tracking services through its NaviCom GPS, Inc.
subsidiary that allows users, including vehicle dealers and others, to locate,
track and monitor motor vehicles and other personal property.
Three Months Ended December
31, 2008 vs. Three Months Ended December 31, 2007
Revenue
for the quarter ended December 31, 2008 was $1,448,379 versus revenue of
$1,063,650 for the quarter ended December 31, 2007. The increase in revenue is
attributed to a successful sales promotion that reduced the amount of the
required down payment. There was no reduction in price or financing
criteria.
The
Company's gross profit as a percentage of sales during the quarter ending
December 31, 2008 was 41.5% vs. 54.2% for the quarter ended December 31, 2007.
Old inventory was liquidated at local auctions during the quarter and this has
reduced margins. Interest earnings remain strong.
During
the year ended June 30, 2007, the Company experienced higher than normal
increase in bad debt expense due to higher than normal repossessions. While the
Company believes that proper execution (or lack thereof) of its business
practices is the most significant factor affecting credit losses, the Company
also believes that general economic conditions, including but not limited to
higher energy, fuel costs, and the troubled credit market adversely affected
collection efforts and resulted in higher than normal vehicle repossessions
during the year ended June 30, 2007. While the quarter ended December 31, 2008
showed an improvement in bad debt expense, the Company expects that current
economic conditions will continue for the foreseeable future and higher than
normal repossessions may be experienced.
General
and administrative expenses as a percentage of sales were 45% for the three
months ended December 31, 2008 versus 42% for the three months ended December
31, 2007. Interest expense has increased substantially as a result of line of
credit financing (See Note 12) increasing administrative costs. Furthermore,
because the Company now retains its own contracts, it created a collections
department thereby increasing financing expenses. The Company has also become
more cost-effective in other areas.
Financial
Condition
The
following sets forth the major balance sheet accounts of the Company as of the
dates specified.
December 2008
|
June 2008
|
|||||||
Accounts
Receivable (net)
|
6,322,356 | 6,117,075 | ||||||
Inventory
|
384,832 | 665,338 | ||||||
Equipment
|
68,382 | 84,293 | ||||||
Goodwill
|
716,179 | 716,179 | ||||||
Accounts
Payable
|
330,137 | 431,307 | ||||||
Taxes
Payable (see Note 3)
|
413,195 | 0 | ||||||
Deferred
Revenue
|
1,286,074 | 1,085,449 |
The
increase in Taxes Payable and Accounts Receivable is due in part to a change in
accounting procedure. (See Note 3). The decrease in Inventory is due to
liquidation of bad inventory.
Liquidity and Capital
Resources
During
the twelve months ended June 30, 2006 the Company had investment equity
infusions to shore up the lack of cash flow. The Company has not had any
investments since December 31, 2005. Since the middle of August 2005 the
Company
has also kept most of its contracts as opposed to selling the contracts to third
parties. This has put a severe strain on the cash flow of the Company and has
made it difficult to pay normal overhead expenses on an ongoing basis. During
the three month period ended September 30, 2006 the Company executed a finance
agreement with an independent finance company to fund the Company's installment
contracts. Without a source to finance or purchase the contracts the Company has
only as its cash flow cash sales and monthly payments from its contracts
receivable portfolio. Currently, this cash flow stream is not adequate to meet
weekly overhead cash needs.
Critical Accounting
Policies
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make
estimates and assumptions in determining the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from the Company's
estimates. The Company believes the most significant estimate made in the
preparation of the accompanying consolidated financial statements relates to the
determination of is allowance for doubtful accounts, which is discussed
below.
The
Company maintains an allowance for doubtful accounts on an aggregate basis at a
level it considers sufficient to cover estimated losses in the collection of its
finance receivables. The allowance for doubtful accounts is based primarily upon
recent historical credit loss experience, with consideration given to trends in
the industry, delinquency levels, collateral values, and economic conditions and
collections practices. The allowance for doubtful accounts is periodically
reviewed by management with any changes reflected in current operations.
Although it is at least reasonably possible that events or circumstances could
occur in the future that are not presently foreseen which could cause actual
credit losses to be materially different from the recorded allowance for credit
losses, the Company believes that it has given appropriate consideration to all
factors and has made reasonable assumptions in determining the allowance for
doubtful accounts.
Seasonality
The
Company's vehicle sales and finance business is seasonal in nature. The period
October through December is historically the slowest period for vehicle sales.
Many of the Company's operating expenses such as administrative personnel,
rent and insurance are fixed and cannot be reduced during period of decreased
sales. Conversely, the period January through May is historically the busiest
time for vehicle sales as many of the Company's customers use income tax refunds
as down payment on the purchase of a vehicle.
Item
3. Quantitative And Qualitative Disclosures about Market Risk
As of
September 30, 2006 the Company had obtained long term institutional financing in
the form of collateral debt, and as such the Company’s earnings are impacted by
interest paid. Interest rates charged by the Company on the vehicles financed by
the Company are fixed and are within lending rate regulations in the State of
Arizona.
The
Company generally finances vehicles on behalf of high risk borrowers with poor
credit histories. A portion of these loans become delinquent and require
repossession of the vehicles. Charges in the company’s delinquency expense
caused by changes in economic conditions or other factors could increase the
Company’s bad debt charge-offs and provision for losses which would adversely
affect profitability. Moreover, increased credit losses could substantially
reduce the Company’s working capital and limit operations.
Item
4. Controls and Procedures
a) EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES
The
Company carried out, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended). Based on their evaluation, the Company’s Chief Executive
Officer and its Chief Financial Officer concluded that, as of June 30, 2009, the
Company’s disclosure controls and procedures were not effective because of the
material weaknesses identified as of such date discussed below. Notwithstanding,
the existence of the material weaknesses described below, management has
concluded that the consolidated financial statements in this Form 10-K fairly
present, in all material respects, the Company’s financial position, results of
operations and cash flows for the periods and dates
presented.
(b) MANAGEMENT'S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
With the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of June 30, 2009, based on the framework and
criteria established in Internal Control – Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).
A
material weakness is a significant deficiency, or combination of significant
deficiencies, that result in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will occur and not be
detected by management before the financial statements are published. In
its assessment of the effectiveness in internal control over financial reporting
as of June 30, 2008, the Company determined that there were control deficiencies
that constituted material weakness, as described below.
Ø
|
While
the Company does have skilled accounting staff, the number of staff is not
adequate to achieve division of duties as a
control.
|
Ø
|
We
have not assessed our control environment or entity-level controls. Due to
time and staff constraints, we did not perform an assessment of our
control environment or entity-level controls in accordance with COSO
standards.
|
Ø
|
We
have not tested the operating effectiveness of our controls over financial
reporting. During our review process we created and implemented new
controls and procedures. However due to time and staff constraints, we did
not test our controls over financial reporting in accordance with COSO
standards. Since we have not completely tested our controls, we have
determined that our controls over financial reporting were
ineffective.
|
Due to
these material weaknesses, management concluded that our internal control over
financial reporting was not effective as of December 31, 2008.
During the quarter ending December 31,
2008, we converted into a new fully integrated, enterprise-wide software system
specific to the BH/PH industry. This new system offers a solution for all
departments including the one that previously had none. Most transactions are
now recorded automatically instead of manually. As part of the conversion
process, policies and procedures are reviewed and altered to fit the new system
and to improve internal controls. The new system also improves control over cash
payments made by customers. Management believes that this conversion will be a
very beneficial one in that it will improve our ability to capture costs and
recover them in the sales price of the vehicle. It has also solved two of the
material weaknesses in internal controls as previously identified in the Form
10-K for the fiscal year ended June 30, 2008. Additional resources will
allocated as time and money allows to address the staffing, control assessment,
and control testing.
Item
15 - Exhibits
31.1.
Rule 13a-14(a) certification
31.2.
Rule 13a-14(a) certification
32.1.
Rule Section 1350 certification
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NOW
AUTO GROUP, INC.
|
|||
Date:
|
By:
|
/s/ Scott
Miller,
|
|
12/17/09
|
Scott
Miller,
|
||
Chief
Executive Officer
|
|||
NOW
AUTO GROUP, INC.
|
|||
Date:
|
By:
|
/s/ Faith
Forbis
|
|
12/17/09
|
Faith
Forbis
|
||
Chief
Financial Officer, Principle Accounting
Officer
|