UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended August 31, 2003
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-29905
RAYBOR MANAGEMENT INC.
(Exact name of small business as specified in its charter)
| Delaware | 98-0220848 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
355 Industrial Circle, White City, Oregon 97503
(Address of principal executive offices (zip code))
541-826-2296
(Registrant’s telephone number, including area code)
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
34,156,180 shares of Common Stock, par value $0.0001 outstanding at September 30, 2003.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
RAYBOR MANAGEMENT INC.
Consolidated Balance Sheets
August 31, 2003
(000’s omitted)
| ASSETS | Aug. 31, 2003 (unaudited) | Feb. 28, 2003 (unaudited) | |||||
Current assets | |||||||
Cash and cash equivalents | $ | 1,102 | $ | 100 | |||
Accounts receivable, gross | 2,072 | 193 | |||||
Allowance for doubtful accounts | (168 | ) | — | ||||
Notes receivable, net | 628 | 505 | |||||
Prepaid mail costs, net of amortization | 1,741 | 2,831 | |||||
Other current assets | 25 | 71 | |||||
Total current assets | 5,400 | 3,700 | |||||
Property and equipment, net | 3,229 | 215 | |||||
Other Assets | |||||||
Notes receivable – long term | 57 | — | |||||
Total other assets | 57 | — | |||||
Total assets | $ | 8,686 | $ | 3,915 | |||
(continued)
RAYBOR MANAGEMENT INC.
Consolidated Balance Sheets
August 31, 2003
(000’s omitted)
| LIABILITIES AND STOCKHOLDERS’ EQUITY | Aug. 31, 2003 (Unaudited) | Feb. 28, 2003 (Unaudited) | ||||
Current Liabilities | ||||||
Accounts payable | $ | 614 | $ | 503 | ||
Accrued liabilities | 437 | 1,199 | ||||
Other current liabilities | 166 | — | ||||
Current portion of long-term debt | 34 | — | ||||
Current portion of capital leases | 94 | — | ||||
Line of credit | 500 | — | ||||
Notes payable | 862 | — | ||||
Deferred revenue | 2,663 | 1,840 | ||||
Total current liabilities | 5,370 | 3,542 | ||||
Long term liabilities | ||||||
Capital lease obligations | 752 | — | ||||
Long-term debt, net of current maturities | 1,754 | — | ||||
Total long term liabilities | 2,506 | — | ||||
Total liabilities | $ | 7,876 | $ | 3,542 | ||
Stockholders’ equity | ||||||
Common stock – $.0001 par value, 100,000,000 shares authorized; 34,156,180, and 27,156,180 shares issued and outstanding as of 8-31-03 and 2-28-03, respectively. | 3 | 3 | ||||
Accumulated earnings | 807 | 370 | ||||
Total stockholders’ equity | 810 | 373 | ||||
Total liabilities and stockholders’ equity | $ | 8,686 | $ | 3,915 | ||
See accompanying notes to financial statements.
RAYBOR MANAGEMENT INC.
STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended August 31, 2003 and 2002
(000’s omitted, except per share amounts)
(unaudited)
| Three months ended | Six months ended | |||||||||||||
| Aug. 31, 2003 | Aug. 31, 2002 | Aug. 31, 2003 | Aug. 31, 2002 | |||||||||||
Total revenues | $ | 5,804 | $ | 5,257 | $ | 10,440 | $ | 9,825 | ||||||
Cost of sales: | ||||||||||||||
Direct mail costs | 4,501 | 1,888 | 8,062 | 3,768 | ||||||||||
Medical related | 90 | — | 90 | — | ||||||||||
Other | 53 | — | 53 | — | ||||||||||
Total cost of sales | 4,644 | 1,888 | 8,205 | 3,768 | ||||||||||
Gross profit | 1,160 | 3,369 | 2,235 | 6,057 | ||||||||||
Operating expenses: | ||||||||||||||
Selling, general, & admin. expenses | 1,368 | 618 | 2,000 | 1,199 | ||||||||||
Total operating expenses | 1,368 | 618 | 2,000 | 1,199 | ||||||||||
Income (loss) from operations | (208 | ) | 2,751 | 235 | 4,858 | |||||||||
Interest income/(expense) | (30 | ) | 19 | (17 | ) | 24 | ||||||||
Income (loss) before income taxes | (238 | ) | 2,770 | 218 | 4,882 | |||||||||
Income tax benefit | (81 | ) | — | (81 | ) | — | ||||||||
Net income (loss) | $ | (157 | ) | $ | 2,770 | $ | 299 | $ | 4,882 | |||||
Earnings per share | $ | — | $ | 0.10 | $ | 0.01 | $ | 0.18 | ||||||
Average common stock and common equivalent shares outstanding, basic and diluted | 34,156 | 27,156 | 30,656 | 27,156 | ||||||||||
See accompanying notes to financial statements
RAYBOR MANAGEMENT INC.
STATEMENTS OF CASH FLOWS
For the six months ended August 31, 2003 and 2002
(unaudited)
(000’s omitted)
| Six months ended | ||||||||
| Aug. 31, 2003 | Aug. 31, 2002 | |||||||
Net Cash Provided By Operating Activities | $ | 352 | $ | 5,398 | ||||
Cash Flows From Investing Activities: | ||||||||
Purchase of capital equipment | (20 | ) | (67 | ) | ||||
Advances on note receivable | — | (1,075 | ) | |||||
Consolidation of investment in Back 2 Backs, Inc. | 71 | (53 | ) | |||||
Cash from acquisitions | 179 | — | ||||||
Net cash provided by (used in) investing activities | 230 | (1,195 | ) | |||||
Cash Flows From Financing Activities: | ||||||||
Proceeds from borrowings | 52 | — | ||||||
Advances (to) from shareholder | 368 | (2,238 | ) | |||||
Net cash provided by (used in) financing activities | 420 | (2,238 | ) | |||||
Increase in cash and cash equivalents | 1,002 | 1,965 | ||||||
Cash and cash equivalents, beginning of period | 100 | 1,545 | ||||||
Cash and cash equivalents, end of period | $ | 1,102 | $ | 3,510 | ||||
Supplemental disclosures: | ||||||||
Cash paid for interest | $ | 30 | $ | — | ||||
Equipment purchased with debt | 140 | — | ||||||
See accompanying notes to financial statements.
(continued)
RAYBOR MANAGEMENT INC.
STATEMENTS OF CASH FLOWS
For the six months ended August 31, 2003 and 2002
(unaudited)
(000’s omitted)
Supplemental Schedule of Non-Cash Activities:
Acquisition of Back 2 Backs, Inc. on June 1, 2003: | ||||
Assets acquired: | ||||
Property and equipment, net | 2,866 | |||
Accounts receivable and other assets | 650 | |||
Total assets acquired | 3,516 | |||
Liabilities assumed | 3,568 | |||
Net assets acquired | (52 | ) | ||
Acquisition of Freedom Financial, Inc. on June 1, 2003: | ||||
Assets acquired: | ||||
Property and equipment, net | 34 | |||
Notes receivable | 1,463 | |||
Accounts receivable and other assets | 935 | |||
Total assets acquired | 2,432 | |||
Liabilities assumed | 2,611 | |||
Net assets acquired | $ | (179 | ) | |
See accompanying notes to financial statements.
1. Summary of Significant Accounting Policies
Organization and Business Operations
Raybor Management Inc. (“the Company”) was incorporated in Delaware on March 3, 2000 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or foreign private business.
Effective as of June 1, 2003, the Company acquired all of the issued and outstanding shares of capital stock of four corporations in exchange for the issuance of shares of the Company’s common stock. The acquired corporations, which are now wholly-owned subsidiaries of the Company, are IC Marketing, Inc., a Nevada corporation (“ICM”), American Consumer Publishing Association, Inc., an Oregon corporation (“ACPA”), Back 2 Backs, Inc., an Oregon corporation (“B2B”) and Freedom Financial, Inc., an Oregon corporation (“Freedom”). ICM and ACPA are in the magazine subscription business. B2B is in the business of operating medical clinics for the treatment of lower back disorders through a new technology called spinal decompression. Freedom is in the business of providing account receivable and equipment lease financing, business loans and other financial advisory services to third parties.
The acquisition of ICM, ACPA, B2B, and Freedom was conducted as a rollup with ICM and ACPA as the acquiring entities in accordance with SEC Staff Accounting Bulletin No. 97, “Accounting and Disclosure for Rollups of Businesses”. For purposes of historical reporting, the combined financial statements of ICM and ACPA, the largest operating unit in the group, are shown for comparative purposes as the historical operating entity of the Company. Effective with the acquisition, ICM and ACPA have fully consolidated their financial activity with B2B and Freedom. Due to the relative sizes of the combined entities, pro forma results of Freedom and B2B are not presented.
Basis of presentation
These unaudited consolidated financial statements represent the financial activity of the combined Company as of August 31, 2003. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the annual financial statements and footnotes filed thereto included in the Company’s form 8-K/A filing on August 15, 2003. The Company’s fiscal year ends on February 28th of each year.
Earnings per share
The Company discloses “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the weighted average number of common shares outstanding
1. Summary of Significant Accounting Policies (continued)
is increased to reflect the dilutive effect of potential common shares, such as those issuable upon the exercise of stock options or warrants, and the conversion of preferred stock.
For the three and six month periods ended August 31, 2003 and 2002, there is no difference between basic and diluted earnings/loss per common share.
Disclosure about Segments of an Enterprise and Related Information
SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” was issued by the FASB in 1997. This statement requires public enterprises to report financial and descriptive information about reportable operating segments, and establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company has identified its three primary operating segments as 1). Direct mail marketing. 2). Medical services. 3). Financial services. Segment revenue for the three and six month periods ended August 31, 2003 and 2002 are as follows:
| Three months ended | Six months ended | |||||||||||
| Aug. 31, 2003 | Aug. 31, 2002 | Aug. 31, 2003 | Aug. 31, 2002 | |||||||||
Segment Revenues: | ||||||||||||
Direct mail marketing | $ | 5,338,767 | $ | 5,257,454 | $ | 9,974,496 | $ | 9,825,428 | ||||
Medical Services | 377,525 | — | 377,525 | — | ||||||||
Financial services | 87,518 | — | 87,518 | — | ||||||||
Total revenues | $ | 5,803,810 | $ | 5,257,454 | $ | 10,439,539 | $ | 9,825,428 | ||||
Geographically, the Company’s sole segment is domestic; it has no export sales or international operations.
Comprehensive Income (Loss)
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (SFAS 130). This pronouncement established standards for reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. Comprehensive income consists of net income and unrealized gains (losses) on available-for-sale securities; foreign currency translation adjustments; changes in market values of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS No. 87. The Company, however, does not have any components of comprehensive income (loss) as defined by SFAS 130 and therefore, for the three and six month periods ended August 31, 2003 and 2002, comprehensive income (loss) is equal to the Company’s reportable income.
1. Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of August 31, 2003, the entire cash balance consists of cash on deposit.
Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expenses or benefits due to the Company having incurred a pre-tax loss for the period of June 1 through August 31, 2003.
New Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. As of August 31, 2003, the Company has no stock options or warrants outstanding.
2. Related Party Transactions
As of August 31, 2003, the Company has a note payable to Dennis L. Simpson, a majority shareholder of the registrant, in the amount of $868,934, as a result of loans from Mr. Simpson to the Company. The note is interest only and due in February 2004.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations:
Consolidated revenues increased 10% to $5.8 million in the second quarter of 2003 as compared to $5.3 million in the second quarter of 2002. The increase of $0.5 million is attributable to growth in the Company’s direct mail marketing business in the amount of $0.1 million, plus a $0.4 million increase from the acquisition of Back 2 Backs, Inc. and Freedom Financial, Inc. on June 1, 2003 (see footnote 1, organization and business operations).
Cost of sales increased to $4.6 million in the second quarter of 2003 as compared to $1.9 million in the second quarter of 2002. The increase is mainly a result of significantly expanding the number of direct mail magazine subscription offers delivered in 2003 as compared to the previous year. Although the per-unit cost of direct mail offers has held steady, the Company mailed approximately twice the number of offers in 2003 as compared to 2002, targeting more direct mail offers to new customers in 2003 in order to increase the size of its customer base.
Operating expenses increased to $1.4 million in the second quarter of 2003 versus $0.6 million for the same period of 2002 due to legal and accounting costs associated with the Company’s acquisitions, along with additional hiring of administrative staff, plus the increased selling, general and administrative costs associated with the operations of Back 2 Backs and Freedom Financial in 2003. Additionally, the Company had increased administrative costs associated with becoming a publicly traded corporation.
The Company had an operating loss of $0.2 million in the current quarter vs. operating profit of $2.8 million for the same period last year. The decrease in operating profit is due to the higher direct mail processing costs associated with the increase in direct mail offers delivered as noted above. Also, the inclusion of Back 2 Backs, Inc. and Freedom Financial, Inc. decreased the company’s operating profit by $0.2 million in the second quarter of 2003.
For the six months ended August 31, 2003, the Company generated revenue of $10.4 million, vs. $9.8 million for the same six-month period of 2002. The increase of $0.6 million is attributable to growth in the Company’s direct mail marketing business in the amount of $0.15 million, with the remaining increase coming from the acquisition of Back 2 Backs, Inc. and Freedom Financial, Inc. on June 1, 2003.
Cost of sales for the six months ended August 31, 2003 increased to $8.2 million as compared to $3.8 million for the same period. The increase is mainly a result of significantly expanding the number of direct mail magazine subscription offers delivered in 2003 as compared to the previous year. In addition, cost of sales in 2003 includes approximately $0.14 million for Back 2 Back 2 Backs, Inc. and Freedom Financial, Inc.
Operating expenses increased to $2.0 million for the six month period ending August 31, 2003 2003 versus $1.2 million for the same period of 2002 due to legal and accounting costs associated with the Company’s acquisitions, along with additional hiring of administrative staff, plus the increased selling, general and administrative costs associated with the operations of Back 2 Backs and Freedom Financial in 2003.
The Company generated operating profit of $0.2 million for the six-month period ending August 31, 2003 compared to operating profit of $4.9 million for the same period last year. The decrease in operating profit is due to the higher direct mail processing costs associated with the increase in direct mail offers delivered as noted above. Also, the inclusion of Back 2 Backs, Inc. and Freedom Financial, Inc. decreased the company’s operating profit by $0.2 million in 2003.
Liquidity and Capital Resources
On August 31, 2003 the Company had assets of $8.7 million compared to $3.9 on February 28, 2003. The increase is primarily attributable to the acquisitions of Back 2 Backs, Inc. and Freedom Financial, Inc. (See item 1, Organization and Business Operations). The Company had total stockholders’ equity of $0.8 million on August 31, 2003 compared to equity of $0.4 million at February 28, 2003.
Net cash generated from operating activities for the six months ended August 31, 2003 and 2002 was $0.4 million and $5.4 million, respectively. The change in cash from operating activities in 2003 versus 2002 was principally due to an increase in the number of direct mail offers delivered in 2003 in order to expand the Company’s direct mail customer data base.
Net cash provided by (used in) investing activities was $0.2 million and $(1.2) million for the six months ended August 31, 2003 and 2002, respectively. This was principally due to a $1.1 million loan that the Company made to Freedom Financial in 2002.
Net cash generated by (used in) financing activities was $0.4 million and $(2.2) for the six months ended August 31, 2003 and 2002, respectively. This was principally due to distributions paid to a shareholder in 2002 when the Company was structured as a S-corporation.
Item 4. Controls and Procedures.
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to August 31, 2003.
PART II – OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
| (a) | Exhibits. |
| 31.1 | Certification of President and Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of President and Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
| (b) | Reports on Form 8-K. |
| (1) | Form 8-K filed on June 13, 2003 reporting under Item 2 “Acquisition or Disposition of Assets” the acquisition of IC Marketing, Inc., American Consumer Publishing Association, Inc., Back 2 Backs, Inc. and Freedom Financial, Inc. |
| (2) | Form 8-K/A filed on August 15, 2003 reporting under Item 7 the financial statements of IC Marketing, Inc., American Consumer Publishing Association, Inc., Back 2 Backs, Inc. and Freedom Financial, Inc. and related pro forma financial information. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAYBOR MANAGEMENT INC. | ||||||||
| Date: October 15, 2003 | By: | /s/ Jeffrey D. Hoyal | ||||||
Jeffrey D. Hoyal President and Chief Executive Officer | ||||||||
| Date: October 15, 2003 | By: | /s/ David A. Yost | ||||||
David A. Yost Chief Financial Officer | ||||||||
