SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 1, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No:000-22679
WORLD OF SCIENCE, INC.
(Exact name of Registrant as specified in this charter)
NEW YORK 16-0963838
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
900 Jefferson Road, Building 4, Rochester, New York 14623
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (716)475-0100
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
Common stock outstanding as of November 30, 1997: 5,079,955 shares of common
stock.
1
WORLD OF SCIENCE, INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Statements of Operations........................3
Condensed Balance Sheets..................................4
Condensed Statements of Cash Flows........................5
Notes to Condensed Financial Statements...................6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................7-10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk - None
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings - None
ITEM 2. Changes in Securities and Use of Proceeds - None
ITEM 3. Defaults Upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders - None
ITEM 5. Other Information - None
ITEM 6. Exhibits and Reports on Form 8-K...........................11
SIGNATURE..................................................12
2
WORLD OF SCIENCE, INC.
CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- ----------------------------
NOV. 1, NOV. 2, NOV. 1, NOV. 2,
1997 1996 1997 1996
--------- --------- ---------- ----------
NET SALES $ 8,209 $ 6,925 $ 23,782 $ 18,857
COST OF SALES AND OCCUPANCY EXPENSES 6,759 5,456 18,996 14,567
------------- ------------- ------------- -------------
GROSS PROFIT 1,450 1,469 4,786 4,290
SELLING, GENERAL & ADMINISTRATIVE 3,777 3,124 9,927 7,721
------------- ------------- ------------- -------------
OPERATING LOSS (2,327) (1,655) (5,141) (3,431)
INTEREST EXPENSE, NET (70) (157) (191) (279)
------------- ------------- ------------- -------------
LOSS BEFORE INCOME TAXES (2,397) (1,812) (5,332) (3,710)
INCOME TAX BENEFIT (982) (743) (2,186) (1,521)
------------- ------------- ------------- -------------
NET LOSS $ (1,415) $ (1,069) $ (3,146) $ (2,189)
============= ============= ============= =============
NET LOSS PER SHARE $ (0.28) $ (0.31) $ (0.76) $ (0.64)
============= ============= ============= =============
WEIGHTED AVERAGE SHARES OUTSTANDING 5,064 3,423 4,122 3,423
See accompanying notes to condensed financial statements
3
WORLD OF SCIENCE, INC.
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOVEMBER 1, FEBRUARY 1, NOVEMBER 2,
1997 1997 1996
------------------ ------------------ --------------------
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 83 $ 2,014 $ 113
ACCOUNTS RECEIVABLE 429 55 115
INVENTORIES 18,186 6,927 13,546
PREPAID EXPENSES AND OTHER
CURRENTS ASSETS 768 386 668
TAXES RECEIVABLE 2,234 1,533
DEFERRED INCOME TAXES 368 368 335
------------------ ------------------ --------------------
TOTAL CURRENT ASSETS 22,068 9,750 16,310
PROPERTY, EQUIPMENT AND
LEASEHOLD IMPROVEMENTS, NET 6,103 4,984 5,380
DEFERRED INCOME TAXES 540 540 281
------------------ ------------------ --------------------
TOTAL ASSETS $ 28,711 $ 15,274 $ 21,971
================== ================== ====================
CURRENT LIABILITIES:
LINE OF CREDIT $ 7,590 $ $ 9,650
CURRENT PORTION OF LONG
TERM DEBT 73 69 553
CURRENT PORTION OF CAPITAL
LEASE OBLIGATIONS 110 102 145
ACCOUNTS PAYABLE 3,351 1,569 3,082
ACCRUED EXPENSES 725 728 553
INCOME TAXES PAYABLE 1,464
------------------ ------------------ --------------------
TOTAL CURRENT LIABILITIES 11,849 3,932 13,983
LONG TERM DEBT 13 69 565
CAPITAL LEASE OBLIGATIONS 54 130 226
ACCRUED OCCUPANCY EXPENSE 749 663 642
------------------ ------------------ --------------------
TOTAL LIABILITIES 12,665 4,794 15,416
------------------ ------------------ --------------------
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $.01 PAR VALUE
AUTHORIZED 5,000,000 SHARES;
NO SHARES ISSUED AND OUTSTANDING
COMMON STOCK, $.01 PAR VALUE
AUTHORIZED 10,000,000 SHARES;
ISSUED AND OUTSTANDING 5,079,955, 51 34 34
3,422,955 AND 3,422,955 SHARES
ADDITIONAL PAID-IN CAPITAL 11,398 2,703 2,703
RETAINED EARNINGS 4,597 7,743 3,818
------------------ ------------------ --------------------
TOTAL STOCKHOLDERS' EQUITY 16,046 10,480 6,555
------------------ ------------------ --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 28,711 $ 15,274 $ 21,971
================== ================== ====================
See accompanying notes to condensed financial statements
4
WORLD OF SCIENCE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------- -------------------------
NOVEMBER 1, NOVEMBER 2, NOVEMBER 1, NOVEMBER
1997 1996 1997 1996
--------- --------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (1,415) $ (1,069) $ (3,146) $ (2,189)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 344 297 961 793
CHANGE IN ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN:
ACCOUNTS RECEIVABLE (140) 106 (374) (50)
INVENTORIES (7,006) (4,966) (11,259) (7,574)
PREPAID EXPENSES AND OTHER
CURRENTS ASSETS (60) (81) (382) (418)
TAXES RECEIVABLE (1,019) (755) (2,234) (1,533)
(DECREASE) INCREASE IN:
ACCOUNTS PAYABLE 277 1,048 1,782 1,728
ACCRUED EXPENSES 270 208 (3) (204)
INCOME TAXES PAYABLE (1,464) (1,007)
ACCRUED OCCUPANCY EXPENSE 30 27 86 87
------------- ------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES: (8,719) (5,185) (16,033) (10,367)
------------- ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES--
CAPITAL EXPENDITURES, NET (732) (726) (2,072) (1,602)
------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
NET PROCEEDS FROM ISSUANCE OF COMMON STOCK 241 8,712
PROCEEDS FROM ADVANCES ON LINE OF CREDIT 7,590 5,820 13,590 9,650
PROCEEDS FROM ISSUANCE OF LONG-TERM DEBT 200 845 970
PRINCIPAL PAYMENTS ON LINE OF CREDIT (6,000)
PRINCIPAL PAYMENTS ON LONG-TERM DEBT (12) (17) (897) (53)
PRINCIPAL PAYMENTS ON CAPITAL LEASES (26) (38) (76) (105)
------------- ------------- ------------- -------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 7,793 5,965 16,174 10,462
------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (1,658) 54 (1,931) (1,507)
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 1,741 59 2,014 1,620
------------- ------------- ------------- -------------
END OF PERIOD $ 83 $ 113 $ 83 $ 113
============= ============= ============= =============
CASH PAID DURING PERIOD FOR:
INTEREST $ 72 $ 157 $ 201 $ 281
INCOME TAXES $ 48 $ 12 $ 1,512 $ 1,019
============= ============= ============= =============
NONCASH INVESTING AND FINANCING ACTIVITY:
ACQUISITION OF EQUIPMENT UNDER A CAPITAL LEASE $ 8 $ $ 8 $ 240
============= ============= ============= =============
See accompanying notes to condensed financial statements
5
WORLD OF SCIENCE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1. - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements and are subject to year-end adjustments.
However, in the opinion of management, all known adjustments (which consist
primarily of normal recurring accruals) have been made to present fairly the
financial position and operating results for the unaudited periods. This
financial information should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Prospectus as most
recently filed with the Securities and Exchange Commission on August 26, 1997
pursuant to Rule 424(b).
Due to the seasonal nature of the Company's business, results for the third
quarter and first nine months of fiscal 1997 are not necessarily indicative of
the results to be expected for the full fiscal year ending January 31, 1998.
NOTE 2. - Impact of New Accounting Standards
The Company is required to adopt Statement of Financial Accounting Standards No.
128, Earnings Per Share (SFAS 128), in 1997. SFAS 128 requires presentation of
basic and diluted net earnings (loss) per share amounts on the face of the
statement of operations. The Company does not expect such adoption to have a
significant impact on its financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS
130). SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. Comprehensive income is defined as the change in equity
of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. SFAS No. 130, which is effective for the
Company in 1998, will not have a material impact on its financial statements.
NOTE 3. Forward Looking Information
This report contains forward looking statements regarding, among other matters,
the Company's future strategy, store opening plans, merchandising strategy and
growth. The forward looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Act of 1995. Forward looking
statements address matters which are subject to a number of risks and
uncertainties. In addition to the general risks associated with the operation
of specialty retail stores in a highly competitive environment, the success of
the Company will depend on a variety of factors, such as consumer spending which
is dependent on economic conditions affecting disposable consumer income such as
employment, business conditions, interest rates, and taxation. The Company's
continued growth also depends upon the demand for its products, which in turn is
dependent upon various factors, such as the introduction and acceptance of new
products and the continued popularity of existing products, as well as the
timely supply of all merchandise. Reference is made to the Company's filings
with the Securities and Exchange Commission for further discussion of risks and
uncertainties regarding the Company's business.
6
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
General
The Company operated 55 permanent stores and 95 seasonal stores as of November
1, 1997, as compared to 43 permanent stores and 75 seasonal stores as of
November 2, 1996. Three new permanent stores and 21 new seasonal stores were
opened in the third quarter of fiscal 1997 as compared to 3 new permanent stores
and 29 new seasonal stores in the third quarter of fiscal 1996.
Comparison of Three Months Ended November 1, 1997 to Three Months Ended November
2, 1996.
Net Sales. Net sales increased to $8.2 million from $6.9 million, or 18.5%. Of
the $1.3 million increase in net sales: $931,000 was attributable to three new
permanent stores opened during the third quarter of fiscal 1997 and fifteen new
permanent stores not in operation as of the beginning of the prior year, and
$372,000 was attributable to net sales derived from an increased number of
seasonal stores operated during the third quarter of fiscal 1997. Comparable
permanent store net sales decreased $20,000, or 0.6% for the thirteen-week
period ended November 1, 1997.
Cost of Sales and Occupancy Expenses. Cost of sales and occupancy expenses,
which include distribution center costs and other expenses associated with
acquiring inventory, increased to $6.8 million from $5.5 million, an increase of
23.9%. As a percentage of net sales, it increased to 82.3% from 78.8%. The
dollar increase was due to increased store occupancy expenses from more stores
in operation in the third quarter of fiscal 1997, and increased cost of sales
due to higher net sales. The increase as a percentage of net sales of 3.5% was
attributable to a 0.8% increase in product costs, and a 2.7% increase in
occupancy expenses caused by lower comparable store net sales and a decrease in
average seasonal per store sales.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased to $3.8 million from $3.1 million, an increase
of 20.9%. Selling, general, and administrative expenses increased to support
higher net sales levels and an increased number of permanent and seasonal
stores. As a percentage of net sales, it increased to 46.0% from 45.1%,
primarily as a result of lower comparable store net sales and a decrease in
average seasonal store sales.
Interest Expense, Net. Net interest expense decreased to $70,000 in the third
quarter of fiscal 1997 from $157,000 in the third quarter of fiscal 1996,
primarily as a result of proceeds from the Company's initial public offering
being used to pay down seasonal borrowings.
Net Loss. Net loss increased to $1.4 million, or 17.2% of net sales, in the
third quarter of fiscal 1997 from $1.1 million, or 15.4% of net sales, in the
third quarter of fiscal 1996.
7
Comparison of Nine Months Ended November 1, 1997 to Nine Months Ended November
2, 1996.
Net Sales. Net sales increased to $23.8 million from $18.9 million, or 26.1%.
The first nine months of fiscal 1997 represented a thirty-nine week period, as
compared to a forty week period in fiscal 1996. Of the $4.9 million increase in
net sales: $2.6 million was attributable to eleven new permanent stores opened
during the first nine months of fiscal 1997 and seven new permanent stores not
in operation the full nine months of the prior year, and $2.3 million was was
attributable to net sales derived from an increased number of seasonal stores
operated during the first nine months of fiscal 1997. Comparable store net
sales declined $16,000. Comparable store net sales for the Company's permanent
stores increased 1.4% for the thirty-nine week period ended November 1, 1997.
Cost of Sales and Occupancy Expenses. Cost of sales and occupancy expenses
increased to $19.0 million from $14.6 million, an increase of 30.4%. As a
percentage of net sales, it increased to 79.9% from 77.2%. The dollar increase
was due to increased store occupancy expenses from more stores in operation in
the first nine months of fiscal 1997, costs associated with a move to a new
distribution facility, and increased cost of sales due to higher net sales. The
increase as a percentage of net sales of 2.7% was attributable to a 2.4%
increase in occupancy expenses caused by lower comparable store net sales, a
decrease in average seasonal per store sales, and the comparison of a thirty-
nine week period in the first nine months of fiscal 1997 to a forty week period
in the first nine months of fiscal 1996. Margins for products sold decreased
0.3%.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased to $9.9 million from $7.7 million, an increase
of 28.6%. Selling, general, and administrative expenses increased to support
higher net sales levels and an increased number of permanent and seasonal
stores. As a percentage of net sales, it increased to 41.7% from 40.9%,
primarily as a result of lower comparable store net sales, a decrease in average
seasonal store sales, and a severance payment of $65,000 to the former President
of the Company.
Interest Expense, Net. Net interest expense decreased to $191,000 in the first
nine months of fiscal 1997 from $279,000 in the first nine months of fiscal
1996. Proceeds from the Company's initial public offering were used to pay down
seasonal borrowings.
Net Loss. Net loss increased to $3.1 million or 13.2% of net sales, in the
first nine months of fiscal 1997 from $2.2 million or 11.6% of net sales, in the
first nine months of fiscal 1996.
Seasonality
The Company's business is subject to substantial seasonal variations in demand.
Historically, a significant portion of the Company's sales and all of its net
income have been realized during the months of November and December, and levels
of sales and net income have generally been substantially lower from January
through October, resulting in losses in the first three fiscal quarters. In
preparation for its holiday selling season, the Company significantly increases
inventories and related indebtedness, hires an increased number of temporary
employees in its stores and distribution center, and incurs costs in setting up
seasonal store locations. If, for any reason, the Company's sales were to be
substantially below seasonal
8
norms during the months of November and December, or if the Company could not
hire a sufficient number of qualified employees during the peak periods, the
Company's business, financial condition and results of operations would be
adversely affected. Quarterly results are also affected by the timing of new
store openings and the amount of revenue contributed by permanent and seasonal
stores.
Liquidity and Capital Resources
The primary sources of the Company's cash for working capital and capital
expenditures have been net cash flows from operating activities, capital lease
financing and bank borrowings. Seasonal working capital needs have been met
through short-term borrowings under a revolving line of credit.
In the second quarter of fiscal 1997, the Company completed an initial public
offering which provided net proceeds of $8.5 million. The Company used
approximately $6.8 million to pay down the balance on its existing credit
facilities which were used in the first six months of fiscal 1997 to finance
inventory and new store construction.
The Company's primary capital requirements and working capital needs are related
to capital expenditures for new stores, purchase and upgrade of management
information systems and the purchase of inventory to meet seasonal needs,
particularly inventory for the holiday selling season. Cash flow utilized by
operations increased $8.7 million in the third quarter of fiscal 1997 from $5.2
million in the third quarter of fiscal 1996 due to a greater third quarter net
loss, increased levels of inventories and other working capital items. Cash
flow utilized by operations increased to $16.0 million in the first nine months
of fiscal 1997 from $10.4 million in the first nine months of fiscal 1996 due to
a greater net loss, increased levels of inventories and other working capital
items in the first nine months of fiscal 1997.
The Company has a revolving line of credit for inventory financing, secured by
the Company's inventory. Under this line, the Company may borrow up to the
lesser of $12.5 million or 80.0% of the Company's cost of inventory. The line
expires on February 29, 1998, and bears interest at the bank's prime rate. The
credit agreement for this line of credit prohibits the payment of cash dividends
or the purchase or redemption of the Company's capital stock in excess of
$50,000 in the aggregate in any fiscal year. The Company also has a revolving
term credit facility in the amount of $1.5 million for the purpose of new store
construction which bears interest at a rate of .25% over the bank's prime rate.
This facility is available for new store locations identified by the Company by
July of 1998, and borrowings under this line mature in July of 2000. As of
November 1, 1997, there was a principal balance of $7.6 million under the
revolving line of credit facility and no amounts outstanding under the revolving
term credit facility. The Company also has an available line of credit for up
to $1.0 million for multiple term loans to be used for leasehold improvements
and equipment. Under this line, the Company has a term loan with a principal
balance of $86,000 at November 1, 1997. The loan is payable in monthly
installments over a term of five years with interest payable at 7.4%, matures on
November 1, 1998, and is secured by the Company's equipment. The loan agreement
for this loan prohibits the payment of cash dividends. As of November 1, 1997,
outstanding capital lease obligations amounted to $164,000. The capital lease
obligations have terms expiring in fiscal 1999.
Capital expenditures in the first nine months of fiscal 1997, net of landlord
build-out allowances, amounted to $2.1 million as compared to $1.6 million in
the first nine months of fiscal 1996.
9
The increase resulted from the opening of 5 additional permanent store locations
in the first nine months of fiscal 1997 and investments for the relocation and
expansion of the Company's distribution center.
In addition to the 11 permanent stores opened in the first nine months of fiscal
1997, the Company opened 1 additional permanent store subsequent to November 1,
1997, completing its permanent store expansion program for fiscal 1997.
Management believes that cash on hand, operating cash flow, and borrowings under
the Company's existing credit facilities will be sufficient to finance the
Company's operations for the next twelve months.
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit 11.1 Computation of Per Share Net Loss
Exhibit 27 Financial Data Schedule
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed with the Securities and Exchange Commission
during the third quarter of fiscal 1997.
11
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.
Dated: December 12, 1997
WORLD OF SCIENCE, INC.
(Registrant)
/s/Charles A. Callahan
Charles A. Callahan
Vice President of Finance
Chief Financial Officer and Assistant Secretary
(Signed on behalf of the registrant and as Principal
Accounting and Financial Officer)
12