SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Security
- --- Exchange Act of 1934 For the Quarterly period ended September 30,
1996.
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: 0-25334
THE GREAT AMERICAN BACKRUB STORE, INC.
(Exact name of Small Business Issuer as specified in the charter)
New York 13-3729043
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
425 Madison Avenue, Suite 605, New York, NY 10017
-------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 750-7046
Check whether the issuer: (1) filed all reports required by Section 13
or 15 (d) of the Securities Exchange Act during the past 12 months ( or for such
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
---------- ----------
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at October 29, 1996
----- -------------------------------
Common Stock, $.001 par value 2,236,454
Transitional Small Business Disclosure Format(check one):
Yes No X
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THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
PART 1
FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Condensed Balance Sheet 3
Condensed Statements of Operations 4
Statements of Cash Flows 5
Notes to unaudited Financial Statements 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II
OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12
Signature Page 13
Exhibit Index 14
Exhibit 11: Statement re: Computation of per share earnings 15
Exhibit 27: Financial Data Schedule 16
Page 2
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(UNAUDITED)
As of September 30, 1996
Part 1: Financial Information
Item 1: Financial Statements
ASSETS
Current assets:
Cash and cash equivalents $ 1,239,465
Prepaid expenses 293,462
Inventory 293,478
-----------
Total current assets 1,826,405
Property and equipment:
Furniture and fixtures 356,258
Leasehold improvements 677,001
Purchased lease 120,000
Computer equipment 33,318
-----------
1,186,577
Less, Accumulated depreciation (122,896)
-----------
1,063,681
-----------
Other assets:
Deferred offering costs 37,500
Lease and equipment deposits 209,336
-----------
Total other assets 246,836
-----------
Total assets $ 3,136,922
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 120,305
Accrued expenses 279,324
Deferred revenue 49,445
-----------
Total current liabilities 449,074
-----------
Deferred rent 185,108
-----------
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.001 per share,
10,000,000 shares authorized, 2,226,342
shares issued and outstanding 2,226
Additional paid in capital 8,223,342
Deficit accumulated during the development stage (5,722,828)
-----------
2,502,740
-----------
Total liabilities and stockholders' equity $ 3,136,922
===========
See accompanying notes to financial statements.
Page 3
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Nine months ended
September 30, September 30, December 18, 1992
------------- ------------- (Inception) to
1996 1995 1996 1995 September 30, 1996
---- ---- ---- ---- ------------------
Revenues:
Services $ 597,793 $ 247,760 $ 1,527,390 $ 535,977 $ 2,993,245
Products 174,827 46,577 442,114 99,694 945,011
Royalties, franchise fees and other -- -- -- 2,035 46,558
----------- ----------- ----------- ----------- -----------
Total 772,620 294,337 1,969,504 637,706 3,984,814
----------- ----------- ----------- ----------- -----------
Operating expenses:
Salaries and wages 358,606 269,799 991,435 713,770 2,859,272
Cost of products sold,buying and occupancy 122,407 24,094 300,252 50,495 718,446
Rental expense 178,581 79,862 463,798 199,420 1,135,589
Advertising and promotion 36,383 26,441 73,862 75,937 376,034
Non-cash financial advisory fees 131,250 -- 350,000 -- 350,000
General and administrative 490,938 383,523 1,356,342 868,473 3,577,615
Depreciation 20,900 3,000 61,700 14,362 151,288
Waived salaries -- -- -- 30,000 350,000
----------- ----------- ----------- ----------- -----------
Total 1,339,065 786,719 3,597,389 1,952,457 9,518,244
----------- ----------- ----------- ----------- -----------
Net loss from operations (566,445) (492,382) (1,627,885) (1,314,751) (5,533,430)
----------- ----------- ----------- ----------- -----------
Other income (expense):
Interest Income 66,578 30,687 82,607 129,757 232,298
Interest expense -- -- -- (313,696) (421,696)
----------- ----------- ----------- ----------- -----------
Total 66,578 30,687 82,607 (183,939) (189,398)
----------- ----------- ----------- ----------- -----------
Net loss ($ 499,867) ($ 461,695) ($1,545,278) ($1,498,690) ($5,722,828)
=========== =========== =========== =========== ===========
Weighted average number of
shares outstanding during the period 1,997,411 1,750,000 1,859,506 1,507,500
=========== =========== =========== ===========
Net loss per common share and equivalents $ (0.25) $ (0.26) $ (0.83) $ (0.99)
=========== =========== =========== ===========
See accompanying notes to financial statements.
Page 4
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended Nine months ended December 18, 1992
September 30, September 30, (Inception) to
1996 1995 September 30, 1996
----------- ----------- -----------
Cash flows from operating activities:
Net loss ($1,545,278) ($1,468,690) ($5,722,828)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 61,700 14,362 137,751
Salaries waived by officers -- 30,000 350,000
Warrant financing costs -- 306,500 412,500
Options granted as compensation 525,000 -- 631,830
Common stock issued to former franchisee and
consultant -- -- 66,915
(Increase) decrease in:
Accounts receivable 9,054 9,641 --
Prepaid expenses (183,774) (181,130) (293,462)
Inventory (75,769) (136,438) (293,478)
Other assets (82,023) 146,873 (246,836)
Increase (decrease) in:
Accounts payable and accrued expenses (238,771) 135,701 399,629
Deferred revenues and rent (41,368) (4,134) 234,553
Accrued officer expenses -- (67,040) --
----------- ----------- -----------
Total adjustments (25,951) 254,335 1,399,402
----------- ----------- -----------
Net cash used in operating activities (1,571,229) (1,214,355) (4,323,426)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of certificate of deposit -- -- (1,000,000)
Maturity of certificate of deposit 1,000,000 -- 1,000,000
Purchased lease -- -- (120,000)
Purchase of property and equipment (259,490) (446,188) (1,066,577)
----------- ----------- -----------
Net cash used in investing activities 740,510 (446,188) (1,186,577)
----------- ----------- -----------
Cash flows from financing activities:
Net proceeds from the issuance of common stock 848,447 5,127,732 6,749,468
Proceeds from issuance of bridge notes and short-term debt -- -- 605,000
Payment of bridge notes and short-term debt -- (605,000) (605,000)
Payment of officer loan payable -- (15,000) --
----------- ----------- -----------
Net cash provided by financing activities 848,447 4,507,732 6,749,468
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 17,728 2,847,189 1,239,465
Cash and cash equivalents, beginning of period 1,221,737 81,044 --
----------- ----------- -----------
Cash and cash equivalents, end of period $ 1,239,465 $ 2,928,233 $ 1,239,465
=========== =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $- $ 13,696 $ 20,892
=========== =========== ===========
Income taxes $ 1,500 $ 1,375 $ 12,686
=========== =========== ===========
See accompanying notes to financial statements.
Page 5
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Description of Business
The Great American Backrub Store, Inc. (the "Company"), formerly American
Pleasure, Inc., is an owner/operator of retail stores which provide seated,
fully clothed back rubs and sell back related products. The Company,
incorporated on December 28, 1992, began operations in August, 1993 and opened
its first store for business in October, 1993. As of September 30, 1996, the
Company has ten locations, nine in New York City and one in White Plains, NY at
the "Westchester" mall.
Management believes that the Company's planned principal operations, the
establishment of Company-owned stores and franchised stores throughout the
country, have not yet commenced. The initial nine stores have been used to
continue to develop and modify the Company's retail concept. Accordingly, the
accompanying financial statements have been presented as a development stage
company, in accordance with Statement of Financial Accounting Standards (SFAS)
No. 7.
Note 1 - Initial Public Offering
In an initial public offering completed on March 7, 1995, the Company sold
1,250,000 shares of common stock for approximately $6,250,000 which, after
commissions and fees, provided the Company with net proceeds of approximately
$5,127,732.
Note 2 - Condensed Financial Statements
The condensed balance sheet as of September 30, 1996 and the condensed
statements of operations and cash flows for the nine month periods ended
September 30, 1996 and 1995, and the period December 18, 1992 (inception) to
September 30, 1996 have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and changes in cash flows at September 30, 1996 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These condensed financial statements should be
read in conjunction with the financial statements and notes thereto of the
Company as of December 31, 1995.
The results of operations for the nine month periods ending September 30, 1996
and 1995 are not necessarily indicative of the operating results for the full
year.
Cash and Cash Equivalents
Cash and cash equivalents represent all amounts held in banks and money market
accounts and short term investments such as United States Treasury Bills with
original maturities of three months or less.
Page 6
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 3 - Earnings per Share
Net loss per common share for the nine month period ended September 30, 1996 is
computed by dividing net loss by the weighted average common shares outstanding
during the period. The assumed exercise of common share equivalents was not
utilized since the effect was anti-dilutive.
Net loss per common share for the nine month period ended September 30, 1995 is
computed by dividing net loss by the weighted average number of common shares
and common share equivalents outstanding, adjusted for the effects of applying
Securities and Exchange Commission Staff Accounting Bulletin No. 83, using the
treasury stock method.
Note 4 - Stock Options
At the Company's 1994 annual meeting of shareholders held on July 18, 1994, the
Company's shareholders approved the Employee Plan. The purpose of the Employee
Plan is to promote the success of the Company by providing a method whereby
eligible employees of the Company and its subsidiaries, as defined therein, may
be awarded additional remuneration for services rendered, thereby increasing
their personal interest in the Company. The Employee Plan is also intended to
aid in attracting persons of suitable ability to become employees of the Company
and its subsidiaries. The plan covers an aggregate of 75,000 shares of the
Company's Common Stock. As of September 30, 1996, options to purchase 8,500
shares of Common Stock were outstanding under the plan.
In December 1994, the Company granted ten-year options to purchase 120,000
shares of Common Stock to each of Messrs. Zanker, Murray, and Steven Thompson,
then the Company's Chief Financial Officer. Such options are exercisable at a
price of $3.75 per share. One-third of such options became exercisable in March,
1995, one-third became exercisable in December 1995 and one-third become
exercisable in December 1996. In July 1995, the Company granted five-year
options to purchase 100,000 shares of Common Stock to each of Messrs. Zanker and
Murray, each exercisable at a price of $1.875 per share. All such options have
been exercised. In July 1995, the Company granted options to purchase 10,000
shares of Common Stock to Mr. Dee. Such options are exercisable at a price of
$2.5625 per share. Options to purchase 5,000 shares vest and become exercisable
in July 1996 and options to purchase an additional 5,000 shares vest and become
exercisable in July 1997. All such options expire on the day before the 5-year
anniversary of vesting. In December 1995, the Company granted options to
purchase 90,000 shares of Common Stock to Mr. Dee. Such options are exercisable
at a price of $2.375 per share. Options to purchase 45,000 shares are currently
exercisable and options to purchase an additional 45,000 shares vest and become
exercisable in December 1996. All such options expire on the day before the
5-year anniversary of vesting. In March 1995, the Company granted ten-year
options to purchase 100,000 shares of Common Stock to a consultant to the
Company. Such options are exercisable at a price of $5.00 per share. All such
options are currently exercisable. In July 1995, the Company granted five-year
options to purchase 65,000 shares of Common Stock to consultants to the Company.
Such options are exercisable at a price of $4.00 per share. All such options are
currently exercisable. In August 1995, the Company granted three-year options to
purchase 100,000 shares of Common Stock to a consultant to the Company, of which
options to purchase 23,500 shares have been exercised to date. Such options are
exercisable at a price of $2.375 per share. All such options are currently
exercisable. In February, 1996, the Company granted warrants to purchase 300,000
shares of Common Stock to a financial advisor and consultant to the Company,
100,000 of which are exercisable at a price of $1.00 per share, all of which
have been exercised, and 200,000 of which are exercisable at a price of $2.50
per share, of which 100,000 have been exercised. In August 1996, the Company
granted five-year options to purchase 600,000 shares of Common Stock to Mr.
Zanker, 325,000 shares of Common Stock to Mr. Murray and 75,000 shares of Common
Stock, to Mr. Dee. Such options are exercisable at a price of $2.625 per share.
All such options are currently exercisable.
Page 7
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 5 - Leases
The Company leases retail stores and office equipment. All of the retail stores
are leased under noncancelable agreements which expire at various dates through
the year 2005. The agreements, which have been classified as operating leases,
require the Company to pay insurance, taxes and other maintenance costs.
Rent expense amounted to $178,581 and $79,862 for the three month periods ended
September 30, 1996 and 1995, respectively. Rent expense amounted to $463,798 and
$199,420 for the nine month periods ended September 30, 1996 and 1995,
respectively. Rent expense from December 18, 1992(inception) to September 30,
1996 was $1,135,589.
Note 6 - Financial advisory and consulting agreement
On February 7, 1996, the Company entered into a financial advisory and
consulting agreement with an investment banking firm to, among other things,
advise the Company on the possible sale of additional securities, as well as to
introduce and assist in the evaluation of potential merger and partnering
opportunities.
The agreement is for a period of one year commencing as of February 1, 1996 and
includes (i) a $100,000 retainer paid on the execution of the agreement, (ii)
warrants to purchase 100,000 shares of the Company's common stock at an exercise
price of $1.00 per share excercisable from the date of agreement to and
including January 31, 1997(all of which have been exercised) and (iii)warrants
to purchase 200,000 shares of the Company's common stock at an exercise price of
$2.50 per share exercisable from the date of the agreement to and including
January 31, 1998(100,000 of which have been excercised).
Such warrants have resulted in a non-cash charge of $131,250 for the three month
period ended September 30, 1996 and $350,000 for the nine month period ended
September 30, 1996.
Page 8
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's unaudited financial statements and the related notes thereto included
elsewhere herein.
General
The Company's revenues are derived from the service of seated, fully clothed
back rubs and the sale of stress reducing products. The Company began operations
in August, 1993, and opened its first store for business in October, 1993. The
Company currently owns and operates ten locations, nine in New York City and one
in White Plains, NY at the "Westchester" mall.
The Company is actively negotiating for several additional locations, primarily
in the New York Metropolitan area to continue its expansion plans. For the three
month period ended September 30, 1996, the Company successfully opened its tenth
Great American BackRub Store and was in the final stages of lease negotiations
for several additional stores. Subsequent to September 30, 1996, the Company was
able to reach agreements on three additional locations, all expected to open in
the fourth quarter this year.
Results of Operations
Three month period ended September 30, 1996 compared to three month period ended
September 30, 1995 and nine month period ended September 30, 1996 compared to
nine month period ended September 30, 1995
The Company is in the development stage and has not had significant revenues
since the commencement of its retail store operations in October, 1993. From
this time through September 30, 1996, the Company has generated cumulative
revenue of $3,984,814 while incurring a cumulative loss of $5,722,828. The
losses to date have been primarily associated with the Company's establishment
of a corporate and administrative infrastructure to position itself to open
additional retail stores. For the three month period ended September 30, 1996,
retail store operations reflected a small loss although overall stores opened
more than one year were profitable. The Company anticipates this trend to
continue as existing stores mature and new stores are opened. In addition, the
Company expects to incur additional operating losses for the next twelve months
and possibly longer as it embarks on its planned expansion.
The Company presently sells services in the form of its back rubs, and products,
in the form of a variety of massage and stress reduction products, in its retail
stores. Since inception, sales of services have accounted for 75% of total
revenue, products for 24% and the remaining 1% from other sources. Since the
Company is still a development stage enterprise, it is not clear whether these
percentages are indicative of future ratios in a larger operation.
Page 9
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
Results of Operations- cont'd
For the three months ended September 30, 1996, revenues from services and
products at the company's stores increased 162% to $772,620 from the
corresponding 1995 period. This increase was mainly attributed to increased
traffic and the opening of additional stores as compared to the corresponding
1995 period. Operating expenses were $1,339,065 for the three month period ended
September 30, 1996 as compared to $786,719 for the same period in the prior
year, an increase of 70%. This increase was primarily due to the development of
a management team, operational systems, marketing and design plans in the
implementation of the Company's expansion plans and non cash charges relating to
the issuance of options of approximately $130,000. Of these amounts,
approximately $490,938 was related to corporate overhead expenses and $848,127
to store level operations for the three month period ended September 30,1996.
For the period, store level losses were approximately $11,000. The Company
expects that store level profitability will improve and that its operating
losses will continue to narrow as existing stores mature and new stores are
opened. No provision for income taxes was required during either period due to
the Company's incurrence of net operating losses.
For the nine months ended September 30,1996, revenues from services and products
at the company's stores increased 209% to $1,969,504 from the corresponding 1995
period. This increase was mainly attributed to increased traffic and the opening
of additional stores as compared to the corresponding 1995 period. Operating
expenses were $3,597,389 for the nine month period ended September 30, 1996 as
compared to $1,952,457 for the same period in the prior year, an increase of
84%. This increase was primarily due to the development of a management team,
operational systems, marketing and design plans in the implementation of the
Company's expansion plans and non cash charges relating to the issuance of
options of approximately $350.000. As a result of the increased operating
expenses, net loss for the nine month period ended September 30, 1996 increased
to $1,545,278 compared to $1,498,690 for the prior year. No provision for income
taxes was required during either period due to the Company's incurrence of net
operating losses.
While general and administrative expenses are expected to increase due to the
need for additional management and administrative support for the Company's
expanding operations, these expenses as a percentage of total revenue are
expected to decline as total revenue increases. Other expense items, such as
advertising and promotion, salaries and wages, cost of products, however, are
related to retail operations themselves and their relative percentages to total
revenues are likely to remain fairly constant in the near term but should
decrease as the Company streamlines it operations.
Liquidity and Capital Resources
The Company had $1,377,331 in working capital as of September 30, 1996, compared
with working capital of $2,941,345 as of September 30, 1995. The decrease is
primarily due to amounts spent on property, equipment and leasehold improvements
to fund the Company's initial nine stores and amounts spent on operations in the
development of a corporate infrastructure in anticipation of the Company's
growth strategy.
From inception to September 30, 1996, the Company has used cash for operating
activities of $4,323,426 and spent an additional $1,186,577 for the purchase of
property, equipment, purchased leases, leasehold improvements and investments.
These expenditures have been offset by the net cash provided by financing
activities, principally from the Company's October, 1993 private placement of
common stock, aggregating $870,000, the December 1994 Bridge Financing in the
principal amount of $275,000, the Company's March 1995 public offering of common
stock resulting in net proceeds of approximately $5,127,732 and the issuance of
common stock to warrant and option holders of approximately $848,447. See
"Statement of Cash Flows" included in the Company's unaudited financial
statements.
Page 10
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
Liquidity and Capital Resources- cont'd
Inasmuch as the Company continues to have a high level of operating expenses and
will be required to make significant up-front expenditures in connection with
its proposed expansion, the Company anticipates that losses will continue for at
least the next 12 months and until such time, if ever, as the Company is able to
generate significant revenues or achieve profitable operations. As a result, in
their report of the Company's financial statements as of December 31, 1995, the
Company's independent certified public accountants have included an explanatory
paragraph that describes factors raising substantial doubt about the Company's
ability to continue as a going concern.
Page 11
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit 11: Statement re: Computation of per share
earnings
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
None
Page 12
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE GREAT AMERICAN BACKRUB STORE, INC.
Registrant
Date: November 13, 1996
/s/Keith R. Dee
----------------------------------------
Keith R. Dee, Chief Financial Officer
(duly authorized officer and principal
financial officer and principal accounting
officer) and Secretary
Page 13
THE GREAT AMERICAN BACKRUB STORE, INC.
(A Development Stage Company)
EXHIBIT INDEX
Exhibits Description
- -------- -----------
11 Statement re: Computation of per share earnings
27 Financial Data Schedule
Page 14