SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 2001
Commission File No. 1-14082
SMART CHOICE AUTOMOTIVE GROUP, INC.
A Florida Corporation
(IRS Employer Identification No. 59-1469577)
1555 Semoran Blvd.
Winter Park, Florida 32792
(407) 671-1200
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Common Stock, par value $.01 per share
Redeemable Common Stock Purchase Warrants
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate 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 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. [X]
As of August 8, 2001, the aggregate market value of the voting stock held by
non-affiliates (all persons other than executive officers, directors and holders
of 5% or more of the Registrant's common stock) of the Registrant (1,373,320
shares) was $549,328.
As of August 8, 2001, there were 9,762,270 shares of the Registrant's common
stock outstanding.
The following item is amended:
Part IV, Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1). FINANCIAL STATEMENTS AND ACCOUNTANT'S REPORT
The following financial statements and accountant's report are included in Item
8 of this report:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of April 30, 2001 and 2000
Consolidated Statements of Operations for the fiscal years ended April
30, 2001, 2000 and 1999
Consolidated Statements of Stockholders' Equity for the fiscal years
ended April 30, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the fiscal years ended April
30, 2001, 2000 and 1999
Notes to Consolidated Financial Statements
(a)(2). FINANCIAL STATEMENT SCHEDULES
The financial statement schedules are omitted since the required
information is not present, or is not present in amounts sufficient to require
submission of the schedules, or because the information required is included in
the consolidated financial statements and notes thereto.
(a)(3). EXHIBITS
The following exhibits are filed with or incorporated by reference into
this report:
EXHIBIT NO. EXHIBIT DESCRIPTION FILED HEREWITH OR INCORPORATED BY REFERENCE TO:
----------- ------------------- -----------------------------------------------
3.1 Amended and Restated Articles of Filed herewith.
Incorporation of Smart Choice
Automotive Group, Inc. (the "Company").
3.2 Amended and Restated Bylaws of the Filed herewith.
Company.
4.1 Specimen Common Stock Certificate. Exhibit 4.1 to Form 8-A Registration Statement,
filed on April 16, 1997.
4.2 Specimen Warrant Certificate. Exhibit 4.2 to Form 8-A Registration Statement,
filed on April 16, 1997.
10.1 Loan Agreement between the Company and Exhibit 10.19 to Post-Effective Amendment No. 2 to
Barnett Bank, N.A. dated September 30, Form SB-2 Registration Statement, filed on November
1996. 14, 1996, File No. 33-96520-A.
10.2 Mortgage and Security Agreement Exhibit 10.20 to Post-Effective Amendment No. 2 to
between the Company and Barnett Bank, Form SB-2 Registration Statement, filed on November
N.A. dated September 30, 1996. 14, 1996, File No. 33-96520-A.
10.3 Promissory Note in the amount of Exhibit 10.21 to Post-Effective Amendment No. 2 to
$2,400,000 from the Company in favor Form SB-2 Registration Statement, filed on November
of Barnett Bank, N.A. dated September 14, 1996, File No. 33-96520-A.
30, 1996.
10.4 Assignment of Loan Documents dated Exhibit 10.10 to Form 10-K filed on April 14, 1998.
November 4, 1997 between Barnett Bank,
N.A. and The Huntington National Bank
("Huntington").
10.5 Modification of Mortgage Deed and Exhibit 10.11 to Form 10-K filed on April 14, 1998.
Security Agreement dated November 3,
1997 between the Company and
Huntington.
10.6 Modification of Mortgage and Mortgage Exhibit 10.13 to Form 10-K filed on April 14, 1998.
Note and Extension Agreement dated
December 30, 1997 between the Company
and Huntington.
10.7 Modification of Mortgage Note and Exhibit 10.13.1 to Form S-1 filed on August 21,
Extension Agreement dated July 24, 1998, file no. 333-59375.
1998 between the Company and
Huntington.
10.8 Second Amended and Restated Loan and Exhibit 10.19 to Form 10-K filed on April 15, 1999.
Security Agreement dated November 9,
1998 between FFG, Liberty Finance
Company, Smart Choice Receivable
Holdings Company and First Choice Auto
Finance, Inc., SC Holdings, Inc. , the
Company and Finova Capital Corporation.
10.9 Guaranty to Finova from the Company Exhibit 4.5 to Form 10-Q, filed on May 20, 1997.
dated January 13, 1997.
10.10 Guaranty to Finova from SC Holdings, Exhibit 10.19.2 to Form 10-K filed on April 15, 1999.
Inc.
10.11 Guaranty to Finova from the Company. Exhibit 10.19.3 to Form 10-K filed on April 15, 1999.
10.12 Eighth Amended and Restated Promissory Exhibit 10.20 to Form S-1 filed on August 21, 1998,
Note dated March 27, 1998, between File No. 333-59375.
FFG, maker, and Finova.
10.13 Ninth Amended and Restated Promissory Exhibit 10.1 to Form 10-Q, filed on May 15, 1998.
Note dated March 27, 1998, between
FFG, maker and Finova.
10.14 Fourth Amended and Restated Schedule Exhibit 10.21 to Form S-1 filed on August 21, 1998,
to Amended and Restated Loan and File No. 333-59375.
Security Agreement, FFG, borrower,
Finova, lender, dated March 27, 1998.
10.15 Fifth Amended and Restated Schedule to Exhibit 10.2 to Form 10-Q filed on May 15, 1998.
Amended and Restated Loan and Security
Agreement, FFG, borrower, Finova,
lender.
10.16 Inter-creditor Agreement between Exhibit 10.21.3 to Form 10-K filed on April 15, 1999.
Manheim Automotive Financial Services,
Inc. and Finova Capital Corporation.
10.17 Non-Qualified Stock Option Agreement Exhibit 10.37 to Form S-1 filed on August 21, 1998,
dated March 5, 1997 among the Smart File No. 333-59375.
Choice Holdings Management Trusts (the
"Management Trusts"), Eckler
Industries, Inc., and Robert J.
Abrahams.
10.18 Non-Qualified Stock Option Agreement Exhibit 10.38 to Form S-1 filed on August 21, 1998,
dated March 5, 1997 among the File No. 333-59375.
Management Trusts, Eckler Industries,
Inc., and Robert J. Abrahams.
10.19 Stock Option Agreement dated March 24, Exhibit 10.40 to Form S-1 filed on August 21, 1998,
1997 between the Company and Ronald File No. 333-59375.
Anderson.
10.20 Non-Qualified Stock Option Agreement Exhibit 10.46.4 to Form S-1 filed on August 21,
dated January 29, 1997 between the 1998, File No. 333-59375.
Company and Ron Anderson.
10.21 Promissory Note dated February 24, Exhibit 10.9 to Form 8-K filed on March 5, 1998.
1998, FCAF, maker, Manheim Automotive
Financial Services, Inc., payee.
10.22 Guaranty dated March 21, 1997 from the Exhibit 10.10 to Form 8-K filed on March 5, 1998.
Company in favor of Manheim Automotive
Financial Services, Inc.
10.23 Manheim Automotive Financial Services, Exhibit 10.82 to Form S-1 filed on August 21, 1998,
Inc. Security Agreement dated March File No. 333-59375.
21, 1997 between FCAF and Manheim
Automotive Financial Services, Inc.
10.24 Lease between the Company, Lessor and Exhibit 10.92 to Form 8 filed on September 8, 1999.
Eckler Industries LLC, Lessee, dated
August 26, 1999.
10.25 Agreement for the sale of the business Exhibit 10.93 to Form 10-Q filed on November 22,
and net assets of First Choice Stuart 1999.
1, Inc. and First Choice Stuart 2,
Inc. to L&J Automotive Investments,
Inc. and Oceanside Motorcars, Inc.
10.26 Stock Purchase Agreement dated Exhibit 10.94 to Form 8-K filed on December 8, 1999.
December 1, 1999 by and between Crown
Group, Inc. and Smart Choice
Automotive Group, Inc.
11.1 Statement re Computation of Earnings *
Per Share.
16.1 Letter from BDO Seidman LLP dated Exhibit 16.1 to Form 8-K filed on December 8, 1999.
December 1, 1999.
* Information regarding the computation of earnings per share is set forth in
the Notes to Consolidated Financial Statements.
(b) REPORTS ON FORM 8-K
During the fiscal quarter ended April 30, 2001 the Company did not file any
reports on Form 8-K.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Form 10-K/A report to be signed on its behalf by the
undersigned, thereunto duly authorized on December 5, 2001.
SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ James Edward Ernst
------------------------------------------
James Edward Ernst
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION FILED HEREWITH OR INCORPORATED BY REFERENCE TO:
----------- ------------------- -----------------------------------------------
3.1 Amended and Restated Articles of Filed herewith.
Incorporation of Smart Choice
Automotive Group, Inc. (the "Company").
3.2 Amended and Restated Bylaws of the Filed herewith.
Company.
4.1 Specimen Common Stock Certificate. Exhibit 4.1 to Form 8-A Registration Statement,
filed on April 16, 1997.
4.2 Specimen Warrant Certificate. Exhibit 4.2 to Form 8-A Registration Statement,
filed on April 16, 1997.
10.1 Loan Agreement between the Company and Exhibit 10.19 to Post-Effective Amendment No. 2 to
Barnett Bank, N.A. dated September 30, Form SB-2 Registration Statement, filed on November
1996. 14, 1996, File No. 33-96520-A.
10.2 Mortgage and Security Agreement Exhibit 10.20 to Post-Effective Amendment No. 2 to
between the Company and Barnett Bank, Form SB-2 Registration Statement, filed on November
N.A. dated September 30, 1996. 14, 1996, File No. 33-96520-A.
10.3 Promissory Note in the amount of Exhibit 10.21 to Post-Effective Amendment No. 2 to
$2,400,000 from the Company in favor Form SB-2 Registration Statement, filed on November
of Barnett Bank, N.A. dated September 14, 1996, File No. 33-96520-A.
30, 1996.
10.4 Assignment of Loan Documents dated Exhibit 10.10 to Form 10-K filed on April 14, 1998.
November 4, 1997 between Barnett Bank,
N.A. and The Huntington National Bank
("Huntington").
10.5 Modification of Mortgage Deed and Exhibit 10.11 to Form 10-K filed on April 14, 1998.
Security Agreement dated November 3,
1997 between the Company and
Huntington.
10.6 Modification of Mortgage and Mortgage Exhibit 10.13 to Form 10-K filed on April 14, 1998.
Note and Extension Agreement dated
December 30, 1997 between the Company
and Huntington.
10.7 Modification of Mortgage Note and Exhibit 10.13.1 to Form S-1 filed on August 21,
Extension Agreement dated July 24, 1998, file no. 333-59375.
1998 between the Company and
Huntington.
10.8 Second Amended and Restated Loan and Exhibit 10.19 to Form 10-K filed on April 15, 1999.
Security Agreement dated November 9,
1998 between FFG, Liberty Finance
Company, Smart Choice Receivable
Holdings Company and First Choice Auto
Finance, Inc., SC Holdings, Inc., the
Company and Finova Capital Corporation.
10.9 Guaranty to Finova from the Company Exhibit 4.5 to Form 10-Q, filed on May 20, 1997.
dated January 13, 1997.
10.10 Guaranty to Finova from SC Holdings, Exhibit 10.19.2 to Form 10-K filed on April 15, 1999.
Inc.
10.11 Guaranty to Finova from the Company. Exhibit 10.19.3 to Form 10-K filed on April 15, 1999.
10.12 Eighth Amended and Restated Promissory Exhibit 10.20 to Form S-1 filed on August 21, 1998,
Note dated March 27, 1998, between File No. 333-59375.
FFG, maker, and Finova.
10.13 Ninth Amended and Restated Promissory Exhibit 10.1 to Form 10-Q, filed on May 15, 1998.
Note dated March 27, 1998, between
FFG, maker and Finova.
10.14 Fourth Amended and Restated Schedule Exhibit 10.21 to Form S-1 filed on August 21, 1998,
to Amended and Restated Loan and File No. 333-59375.
Security Agreement, FFG, borrower,
Finova, lender, dated March 27, 1998.
10.15 Fifth Amended and Restated Schedule to Exhibit 10.2 to Form 10-Q filed on May 15, 1998.
Amended and Restated Loan and Security
Agreement, FFG, borrower, Finova,
lender.
10.16 Inter-creditor Agreement between Exhibit 10.21.3 to Form 10-K filed on April 15, 1999.
Manheim Automotive Financial Services,
Inc. and Finova Capital Corporation.
10.17 Non-Qualified Stock Option Agreement Exhibit 10.37 to Form S-1 filed on August 21, 1998,
dated March 5, 1997 among the Smart File No. 333-59375.
Choice Holdings Management Trusts (the
"Management Trusts"), Eckler
Industries, Inc., and Robert J.
Abrahams.
10.18 Non-Qualified Stock Option Agreement Exhibit 10.38 to Form S-1 filed on August 21, 1998,
dated March 5, 1997 among the File No. 333-59375.
Management Trusts, Eckler Industries,
Inc., and Robert J. Abrahams.
10.19 Stock Option Agreement dated March 24, Exhibit 10.40 to Form S-1 filed on August 21, 1998,
1997 between the Company and Ronald File No. 333-59375.
Anderson.
10.20 Non-Qualified Stock Option Agreement Exhibit 10.46.4 to Form S-1 filed on August 21,
dated January 29, 1997 between the 1998, File No. 333-59375.
Company and Ron Anderson.
10.21 Promissory Note dated February 24, Exhibit 10.9 to Form 8-K filed on March 5, 1998.
1998, FCAF, maker, Manheim Automotive
Financial Services, Inc., payee.
10.22 Guaranty dated March 21, 1997 from the Exhibit 10.10 to Form 8-K filed on March 5, 1998.
Company in favor of Manheim Automotive
Financial Services, Inc.
10.23 Manheim Automotive Financial Services, Exhibit 10.82 to Form S-1 filed on August 21, 1998,
Inc. Security Agreement dated March File No. 333-59375.
21, 1997 between FCAF and Manheim
Automotive Financial Services, Inc.
10.24 Lease between the Company, Lessor and Exhibit 10.92 to Form 8 filed on September 8, 1999.
Eckler Industries LLC, Lessee, dated
August 26, 1999.
10.25 Agreement for the sale of the business Exhibit 10.93 to Form 10-Q filed on November 22,
and net assets of First Choice Stuart 1999.
1, Inc. and First Choice Stuart 2,
Inc. to L&J Automotive Investments,
Inc. and Oceanside Motorcars, Inc.
10.26 Stock Purchase Agreement dated Exhibit 10.94 to Form 8-K filed on December 8, 1999.
December 1, 1999 by and between Crown
Group, Inc. and Smart Choice
Automotive Group, Inc.
11.1 Statement re Computation of Earnings *
Per Share.
16.1 Letter from BDO Seidman LLP dated Exhibit 16.1 to Form 8-K filed on December 8, 1999.
December 1, 1999.
* Information regarding the computation of earnings per share is set forth in
the Notes to Consolidated Financial Statements.