1
U.S. 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 March 26, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________.
Commission File Number 000-30011
THRIFT MANAGEMENT, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0309540
--------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3141 W. Hallandale Beach Boulevard
Hallandale, FL 33009
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (954) 985-8430
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practical date: At May 8, 2000, there were
outstanding 2,347,210 shares of Common Stock, $.01 par value per share.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2
THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
INDEX TO FORM 10-QSB
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 26, 2000 (Unaudited) .............................. 1
Consolidated Statements of Operations for the Three Months ending March 26, 2000 and
March 28, 2000 (unaudited) .......................................................... 2
Consolidated Statements of Cash Flows for the Three Months ended
March 26, 2000 and March 28, 1999 (Unaudited) ....................................... 3
Notes to Consolidated Financial Statements (Unaudited) ................................... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation ............................................... 7
PART II - OTHER INFORMATION
Item 2. Changes in Securities ............................................................ 10
Item 6. Exhibits and Reports on Form 8-K ................................................. 10
Signatures ............................................................................... 11
i
3
THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 26, 2000
--------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,135,577
Merchandise inventories 560,686
Prepaid expenses 556,309
-----------
TOTAL CURRENT ASSETS 2,252,572
EQUIPMENT, FIXTURES AND IMPROVEMENTS, net 918,710
PREPAID EXPENSES - NON CURRENT 115,708
DEFERRED TAX ASSETS 311,000
OTHER ASSETS 96,879
-----------
TOTAL ASSETS $ 3,694,869
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 347,651
Accrued expenses 279,418
-----------
TOTAL CURRENT LIABILITIES 627,069
LONG TERM LIABILITIES
7% Convertible Debentures 1,000,000
-----------
TOTAL LIABILITIES 1,627,069
STOCKHOLDERS' EQUITY
Preferred stock: $.01 par value, authorized 1,500,000
shares, issued and outstanding 250,000 shares 2,500
Common stock: $.01 par value, authorized 15,000,000
shares, issued and outstanding 2,347,210 shares 23,472
Additional paid-in capital 3,706,041
Accumulated deficit (1,664,213)
-----------
TOTAL STOCKHOLDERS' EQUITY 2,067,800
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,694,869
===========
See accompanying notes.
1
4
THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
--------------------------------
March 26, 2000 March 28, 1999
-------------- --------------
Net sales $ 2,449,296 $ 2,536,624
Cost of goods sold 1,459,622 1,566,129
----------- -----------
GROSS PROFIT 989,674 970,495
Selling, general and administrative
expenses 1,229,032 1,052,830
Officer's bonus incentive 24,726 25,858
----------- -----------
TOTAL OPERATING EXPENSES 1,253,758 1,078,688
----------- -----------
(LOSS) FROM OPERATIONS (264,084) (108,193)
Interest expense 1,151 --
Interest income (5,221) (6,957)
----------- -----------
(LOSS) BEFORE INCOME
TAX (BENEFIT) (260,014) (101,236)
Income tax (benefit) -- (38,095)
----------- -----------
NET (LOSS) $ (260,014) $ (63,141)
=========== ===========
(Loss) per share:
Basic:
Net (loss) $ (0.11) $ (0.03)
=========== ===========
Diluted:
Net (loss) $ (0.11) $ (0.03)
=========== ===========
Weighted average number of shares:
Basic: 2,343,460 2,185,700
=========== ===========
Diluted: 2,343,460 2,185,700
=========== ===========
See accompanying notes.
2
5
THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ending
-----------------------------
March 26, March 28,
2000 1999
----------- -----------
Cash flows from operating activities:
Net (loss) $ (260,014) $ (63,141)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Depreciation and amortization 40,627 41,097
Amortization of prepaid consulting expenses paid
with common stock 137,109 --
Deferred income tax (benefit) -- (38,095)
Stock options issued to directors for services 40,930 --
Changes in assets and liabilities
Decrease(Increase) in merchandise inventories 27,855 (45,813)
(Increase)Decrease in prepaid expenses and other assets (163,097) 79,534
Increase(Decrease) in accounts payable 2,722 (73,316)
Increase in accrued expenses 128,023 101,952
Increase in accrued income taxes -- 178
----------- -----------
Total adjustments 214,169 65,537
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (45,845) 2,396
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (16,494) (120,962)
----------- -----------
NET CASH (USED IN) INVESTING ACTIVITIES (16,494) (120,962)
----------- -----------
Cash flows from financing activities:
Advances to stockholder, net -- 15,789
Warrants exercised -- 16,050
Warrants redeemed -- (148,930)
Options exercised 11,250 --
Net proceeds from Convertible Debenture 1,000,000 --
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,011,250 (117,091)
----------- -----------
NET INCREASE (DECREASE) IN CASH 948,911 (235,657)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 186,666 873,341
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 1,135,577 $ 637,684
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ -- $ --
=========== ===========
Income taxes $ -- $ --
=========== ===========
See accompanying notes.
3
6
THRIFT MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, such information reflects
all adjustments (consisting solely of normal recurring adjustments), which are,
in the opinion of management, necessary for a fair statement of results for the
interim periods.
The results of operations for the three months ended March 26, 2000 are
not necessarily indicative of the results to be expected for the full year.
These statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Form 10-KSB for the year
ended December 26, 1999 of Thrift Management, Inc. (the "Company").
(2) ORGANIZATION
The consolidated financial statements at March 26, 2000 and March 28,
1999 include the accounts of the Company, Hallandale Thrift Management, Inc.
("HTMI"), Thrift Shops of South Broward, Inc. ("TSSB"), Thrift Shops of West
Dade, Inc. ("TSWD"), Hallandale Thrift, Inc. ("HTI"), North Broward Consignment,
Inc. ("NBCI"), Thrift Shops of North Lauderdale, Inc. ("TSNL"), Thrift Retail,
Inc. ("TRI"), Thrift Management Canada, Inc. ( "TMCI"), Thrift Export, Inc.
("TEI"), Thrift Holdings, Inc. ("THI") and Collectiblesandart.com, Inc.
("CACI"). (HTMI, TSSB, TSWD, HTI, NBCI, TSNL, TRI, TMCI, TEI, THI and CACI are
collectively referred to herein as the "Subsidiaries.") All significant
intercompany accounts and transactions have been eliminated in consolidation.
(3) STOCKHOLDERS' EQUITY
On November 28, 1999, TMI entered into an internet product development
agreement with BFW Advertising, Inc. whereby BFW Advertising will design and
prepare a specialized interactive web site for the purpose of electronic
commerce, marketing and promotion of TMI's subsidiary CACI. This agreement
provides for payment of cash and shares of capital stock. The total contract
price for project application design and development is $84,960 (subject to
price adjustments due to change orders), of which $28,800 shall be paid in cash
and $56,160 in capital stock. The cash portion of the compensation shall be paid
in three installment payments of
4
7
$12,000, $8,000 and $8,000 on the payment milestones stated in the agreement and
the $56,160 in capital stock shall be issued in a single transaction upon final
acceptance of the project, at the then-market price of the shares issued. Any
future price adjustments of the original contract price are payable 40% in cash
and 60% in capital stock. No payment related to this agreement was made in the
three months ended March 26, 2000.
On December 2, 1999, TMI entered into an investor relations agreement
with InsiderStreet.com, Inc. whereby InsiderStreet.com, Inc. provides TMI with
various financial services, including a listing on their home page, development
of a corporate profile with an investor inquiry function, listing on "Companies
to Watch" section and assistance with preparation of press releases and
corporate mentions. This agreement expires in 12 months and provides for a
payment of $2,500 plus 125,000 restricted shares of common stock. The cash
payment of $2,500 was made in the 1999 fiscal year. On December 27, 1999 (fiscal
year 2000), 125,000 restricted common shares were issued which were valued at
$548,437 or 90% of the stock closing price. The Company has recorded the
issuance of the 125,000 restricted common shares as of December 26, 1999.
Amounts related to this agreement are being amortized over the twelve-month
period commencing December 27, 1999. Amortization expense related to this
agreement recorded in the three months ended March 26, 2000 amounted to
$137,109.
During March 2000, a total 5,000 shares of common stock were issued as
a result of the exercise of stock options granted to employees under the 1996
Stock Option Plan. Total consideration received by the Company amounted to
$11,250.
On March 21, 2000, the Company completed a private placement of a 7%
convertible debenture with a principal amount of $1,000,000 (the "Debenture").
The Debenture matures on March 21, 2003, and is automatically convertible into
shares of the Company's Common Stock at a conversion rate equal to the lower of
(i) 80% of the five day average closing bid price as reported for the five
consecutive trading days prior to the conversion date or (ii) 80% of the five
day average closing bid price as reported for the five consecutive trading days
prior to the issuance of the Debenture (the "Conversion Price"), subject to
adjustment as provided in the Debenture. Interest on the Debenture is payable at
the time of conversion in cash or in shares of the Company's common stock, at
the Company's option.
The net proceeds to the Company from the sale of the Debenture totaled
$825,000. The placement agent received a cash commission of $130,000, plus
reimbursement of legal fees, and a five-year warrant to purchase 50,000 shares
of the Company's common stock at an exercise price equal to 110% of the
Conversion Price of the Debenture, subject to adjustment under the terms of such
warrant. The expenses related to this agreement are being amortized over the
36-month period commencing March 21, 2000. Amortization expenses recorded in the
three months ended March 26, 2000 amounted to $959.
(4) CASH AND CASH EQUIVALENTS
At March 26, 2000, the Company had cash and investments in various bank
money market accounts and non-operating accounts with an aggregate value of
$1,135,577.
5
8
(5) STOCK OPTION PLAN
In 2000, the Company granted a total of 12,000 stock options to its
outside directors under the Company's 1996 Stock Option Plan at exercise prices
equal to the fair market value of the common stock on dates of the grant. These
options generally vest next year and expire not later than 2005. The Company
recognized compensation expense amounting to $40,930 related to options issued
to non-employees in the three months ending March 26, 2000.
(6) COMMITMENTS
As part of the Company's program of operating manned donation trailers
as a source of donated merchandise, the Company has entered into monthly rental
agreements to rent space in parking lots of shopping centers. At the end of the
first quarter of 2000, monthly rental payments required by such agreements
totaled approximately $600.
In January 1999, the Company's Board of Directors approved the
prepayment of up to $155,266 of the 1999 salary and bonus to be paid to the
Company's President. Such prepayment bears interest at the annual rate of 8.0%
until paid in full on or before the due date of December 31, 2000. Prepaid
expenses as of March 26, 2000 include $38,647 in prepaid bonus to the Company's
President.
6
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is an analysis of the results of operations of Thrift
Management, Inc. and Subsidiaries (collectively, the "Company") and its
liquidity and capital resources. The Company cautions readers that certain
important factors may affect the Company's actual results and could cause such
results to differ materially from any forward-looking statements that may be
deemed to have been made in this Report or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in this Report
that are not statements of historical fact may be deemed to be forward-looking
statements which involve risks and uncertainties. Without limiting the
generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These risks include: risks of increases in the costs
of the Company's merchandise and the continued availability of suitable
merchandise; the Company's relationship with its suppliers, licensors and
contributors; changes in preferences of customers; competitive and general
economic factors in the markets where the Company sells and collects goods; the
impact of and changes in government regulations such as restrictions or
prohibitions relating to the contribution of charitable goods; and other factors
discussed herein or from time to time in the Company's other filings with the
Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and the related notes thereto of the
Company included elsewhere herein.
GENERAL
The Company currently operates seven retail thrift stores that offer
new and used articles of clothing, furniture, miscellaneous household items and
antiques. The Company obtains its merchandise primarily from two sources: (i)
purchase contracts with charitable organizations and (ii) various independent
contract collectors from whom the Company purchases merchandise in bulk. The
Company is registered with the State of Florida as a professional solicitor.
Items from the stores that remain unsold are sold in bulk to exporters, which
ship the items to countries throughout the Caribbean, Central and South America,
and Eastern Europe.
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED MARCH 26, 2000 AND
MARCH 28, 1999
Revenues for the three months ended March 26, 2000 and March 28, 1999
totaled $2,449,296 and $2,536,624, respectively. Sales decreased $87,328, or
3.4%, for the first quarter of 2000 compared to the first quarter of 1999. The
same-store sales for the three months decreased 5.4%, as compared to the 1999
period. The Company continues to adjust its pricing and promotional strategies
in an effort to improve its sales.
7
10
The Company's gross profit for the first quarter of 2000 increased
$19,179, or 2.0%, to $989,674 from $970,495 for the first quarter of 1999. The
increase in the gross profit margin from 38.3% in the first quarter of 1999 to
40.4% in the first quarter of 2000 is attributable to the decrease in the cost
of goods sold. This decrease was due primarily to the expansion of the Company's
solicitation efforts. The Company reduced its merchandise purchased from
independent contract collectors by 58% in the first quarter of 2000 as compared
to the first quarter of 1999.
Operating expenses for the first quarter of 2000 increased an aggregate
of $175,070, or 16.2%, to $1,253,758 from $1,078,688 for the first quarter of
1999, reflecting the impact of various expenses incurred for the first time in
the first quarter of 2000, as described below.
Operating expenses for the three months ending March 26, 2000 include:
$137,109 in amortization of investor relations consulting expenses paid with
common stock; $40,930 in compensation expense related to stock options issued to
outside directors for services; $959 in amortization of debenture expenses; and
$48,539 in start-up expenses of the Company's new internet subsidiary,
Collectiblesandart.com, Inc. These additional $227,537 in operating expenses
were offset by a decrease in store operating expenses amounting to $50,338 and a
decrease in corporate overhead amounting to $2,129. These additional operating
expenses in the first quarter of 2000 contributed to the Company's $260,014 net
loss for the quarter.
Although the thrift stores sales decreased 3.4% in the three months
ending March 26, 2000 as compared to the three months ending March 28, 1999, the
2.0% increase in gross profit combined with the 7.0% reduction in store
operating expenses resulted in 16.6% increase in store profit before corporate
overhead.
LIQUIDITY AND CAPITAL RESOURCES
At March 26, 2000 the Company had working capital of $1,625,503 as
compared to working capital of $923, 350 at December 26, 1999.
Cash and cash equivalents at March 26, 2000 totaled $1,135,577, an
increase of $948,911, as compared to $186,666 at December 26, 1999. Net cash
used in operating activities totaled $45,845 for the three months ending March
26, 2000, as compared to $2,396 net cash provided by operating activities for
the three months ending March 28, 1999. The cash used in the purchase of
property and equipment totaled $16,494. The net cash provided by financing
activities in the first quarter of 2000 was $1,011,250, primarily the result of
issuing of the convertible debenture, whereas in 1999 the $117,091 net cash used
in financing activities was primarily the redemption of warrants partially
offset by the exercise of warrants and options plus the repayment of advances to
stockholder. The Company believes that its current capital resources, together
with the expected cash flow from its operations, will be sufficient to meet its
anticipated working capital requirements through 2000. There can be no
assurances, however, that such will be the case.
The Company is currently seeking sources of additional capital for
general corporate purposes as well as the start-up of its new subsidiary,
Collectiblesandart.com, Inc. There can be
8
11
no assurance that the Company will be able to obtain additional capital upon
terms acceptable to it or that the amount obtained will be sufficient for the
needs of the Company.
INFLATION AND SEASONALITY
Although the Company cannot accurately determine precisely the effects
of inflation, management does not believe that inflation currently has a
material effect on the Company's sales or results of operations.
The Company's operations are located in South Florida, which has
numerous part-time residents during the winter. The Company's results of
operations reflect the seasonable nature of this market, with donations and
sales of merchandise being higher in the winter months.
9
12
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
In the first quarter of 2000, the Company granted options to purchase
an aggregate of 12,000 shares of the Company's common stock to the Company's
outside directors pursuant to the Company's 1996 Stock Option Plan. The options
are exercisable at exercise prices equal to the fair market value of the common
stock on the dates of grant. The options expire no later than 2005. These grants
of options were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"). The Company did not
pay fees or commissions in connection with these issuances.
The Company also issued an aggregate of 125,000 shares of the
Company's common stock to an unaffiliated third party in exchange for
consulting services. The Company did not pay fees or commissions in connection
with this issuance. This issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act.
In April 2000, the Company issued 200,000 shares of its common stock to
an unaffiliated third party in exchange for services to be rendered to the
Company over a one year period. The Company did not pay fees or commissions in
connection with this issuance. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act.
In April 2000, the Company also issued five-year warrants to purchase
120,000 shares of the Company's Common Stock at an exercise price of $1.50 to a
business consulting corporation in payment for services to be rendered to the
Company over a one year period. The Company did not pay fees or commissions in
connection with this issuance. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit Number Description
-------------- -----------
11 Statement re: computation of per share earnings
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K: None
10
13
SIGNATURE
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.
THRIFT MANAGEMENT, INC.
By: /s/ Marc Douglas
-------------------------------------------
Marc Douglas, President and Chief Executive
Officer (Principal Executive Officer)
Date: May 10, 2000
By: /s/ Stephen L. Wiley
-------------------------------------------
Stephen L. Wiley, Chief Financial
Officer (Principal Financial Officer)
11