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FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended APRIL 1, 2001
[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________________
Commission File No. 000-30011
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THRIFT MANAGEMENT, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 65-0309540
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3141 W. HALLANDALE BEACH BOULEVARD
HALLANDALE, FLORIDA 33009
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(Address of Principal Executive Offices)
Issuer's telephone number, including area code: (954) 985-8430
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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 14, 2001, there were outstanding
3,247,210 shares of Common Stock, $.01 par value.
Transitional Small Business Disclosure Format: YES [ ] NO [X]
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of April 1, 2001 (unaudited)..............................................1
Consolidated Statements of Operations for the three months ended April 1, 2001 and March 26,
2000 (unaudited)...............................................................................2
Consolidated Statements of Cash Flows for the three months ended April 1, 2001 and March 26,
2000 (unaudited)...............................................................................3
Notes To Consolidated Financial Statements (unaudited)..................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................7
PART II - OTHER INFORMATION
Item 2. Changes in Securities...................................................................................9
Item 6. Exhibits and Reports on Form 8-K.........................................................................9
Signatures......................................................................................................10
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
APRIL 1, 2001
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ASSETS
CURRENT ASSETS $ 243,836
Cash and cash equivalents 482,885
Merchandise inventories 60,861
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TOTAL CURRENT ASSETS 787,582
EQUIPMENT, FIXTURES AND IMPROVEMENTS, net 694,686
PREPAID EXPENSES - NON-CURRENT 202,073
DEFERRED TAX ASSETS 311,000
OTHER ASSETS 86,210
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TOTAL ASSETS $ 2,081,551
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 272,555
Accrued expenses 304,804
Note payable -- short-term 90,229
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TOTAL CURRENT LIABILITIES 667,588
LONG-TERM LIABILITIES
Note payable -- long-term 209,771
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TOTAL LIABILITIES 877,359
COMMITMENTS AND CONTINGENCIES
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 3,047,210 shares 30,472
Additional paid-in capital 4,086,499
Accumulated deficit (2,915,279)
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TOTAL STOCKHOLDERS' EQUITY 1,204,192
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,081,551
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See accompanying notes.
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
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APRIL 1, MARCH 26,
2001 2000
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Net sales $ 2,498,858 $ 2,449,296
Cost of goods sold 1,351,618 1,459,622
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GROSS PROFIT 1,147,240 989,674
Selling, general and administrative
expenses 1,104,255 1,229,032
Officer's bonus incentive -- 24,726
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TOTAL OPERATING EXPENSES 1,104,255 1,253,758
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PROFIT (LOSS) FROM OPERATIONS 42,985 (264,084)
Loss on disposal of fixed assets 137,316 --
Interest expense 17,453 1,151
Interest income (9,347) (5,221)
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(LOSS) BEFORE
EXTRAORDINARY ITEM (102,437) (260,014)
Extraordinary gain on convertible
debenture settlement 408,552 --
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NET INCOME (LOSS) $ 306,115 $ (260,014)
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Basic earnings (loss) per share
(Loss) before extraordinary item $ (0.03) $ (0.11)
Extraordinary item, net of tax 0.14 --
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Net income (loss) $ 0.11 $ (0.11)
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Diluted earnings (loss) per share
(Loss) before extraordinary item $ (0.04) $ (0.11)
Extraordinary item, net of tax 0.14 --
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Net income (loss) $ 0.10 $ (0.11)
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Weighted average number of shares:
Basic: 2,897,210 2,343,460
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Diluted: 2,944,647 2,343,460
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See accompanying notes.
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THRIFT MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
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APRIL 1, MARCH 26,
2001 2000
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Cash flows from operating activities:
Net income (loss) $ 306,115 $ (260,014)
Adjustments to reconcile net income (loss) to
Net cash used in operating activities:
Depreciation and amortization 39,642 40,627
Loss on disposal of fixed assets 137,316 --
Amortization of prepaid consulting expenses paid
with common stock and warrants 66,771 137,109
Stock options issued to directors and a
consultant for services -- 40,930
Extraordinary gain on convertible debenture settlement (408,552) --
Changes in assets and liabilities:
Decrease in merchandise inventories -- 27,855
(Increase) in prepaid expenses and other assets (67,774) (163,097)
Increase in accounts payable 81,375 2,722
(Decrease) Increase in accrued expenses (115,606) 128,023
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Total adjustments (266,828) 214,169
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 39,287 (45,845)
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Cash flows from investing activities:
Purchase of property and equipment (287) (16,494)
Proceeds from sale of fixed assets 8,000 --
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 7,713 (16,494)
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Cash flows from financing activities:
Options exercised -- 11,250
Proceeds from convertible debenture -- 1,000,000
Cash payment - convertible debenture settlement (200,000) --
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NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (200,000) 1,011,250
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NET (DECREASE) INCREASE IN CASH (153,000) 948,911
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 396,836 186,666
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 243,836 $ 1,135,577
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ -- $ --
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Income taxes $ -- $ --
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See accompanying notes.
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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 April 1, 2001 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 31, 2000 of Thrift Management, Inc. (the "Company" or "TMI").
(2) ORGANIZATION
The consolidated financial statements at April 1, 2001 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 inter-company accounts and
transactions have been eliminated in consolidation.
(3) STOCKHOLDERS' EQUITY
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 was to mature on March 21, 2003, and would be 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
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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 were being amortized over the
36-month period commencing March 21, 2000.
In January 2001, a lawsuit was filed in the United States District
Court, Southern District of New York, against the Company and other unnamed
individuals. The plaintiffs, as alleged assignees of the original purchaser of
the Debenture, alleged that the Company failed to register the shares of the
Company's common stock issuable upon conversion of the Debenture and failed to
pay penalties due as a result of such failure as called for by the registration
rights agreement.
On March 16, 2001, the Company entered into a settlement agreement
which provides for the dismissal of the lawsuit, without prejudice, in exchange
for the payment by the Company of $200,000 cash, the issuance of 200,000 shares
of common stock valued at $32,000, the fair market value as of March 16, 2001,
and the delivery of a three-year 10% promissory note in the principal amount of
$300,000 secured by a security interest in the Company's inventory and
guaranteed by the Company's President. As a result of the settlement, the
Debenture was deemed paid in full and satisfied.
In consideration for personally guaranteeing the promissory note, the
Company's Board of Directors granted the President five-year warrants to
purchase 500,000 shares of the Company's common stock at an exercise price of
$.0625 per share (the fair market value of the common stock as of March 16,
2001).
All remaining capitalized expenses related to the Debenture not
amortized (which totaled $130,410) were included in the calculation of the gain
on the Debenture settlement in the three-month period ended April 1, 2001. The
reversal of the accrued Debenture interest expense in the amount of $70,962 was
also included as part of the calculation of the gain on the Debenture settlement
recorded in the three months ended April 1, 2001. The gain on the Debenture
settlement agreement recorded in the three months ending April 1, 2001 amounted
to $408,552.
(4) CASH AND CASH EQUIVALENTS
At April 1, 2001, the Company had cash and investments in various bank
money market accounts and non-operating accounts with an aggregate value of
$243,836.
(5) STOCK OPTION PLAN
During the first quarter of fiscal year 2001, the Company granted a
total of 22,000 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 no later than 2006.
(6) COMMITMENTS
Effective January 1, 1999, the Board of Directors approved an agreement
providing for the prepayment of up to $155,000 of future bonuses to the
Company's President, with interest to be paid monthly by the President at an
annual rate of 8.0% with the entire prepayment payable by December 31, 2000.
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In November 2000, the Company's Board of Directors modified the
President's salary and bonus prepayment arrangement. The modification provides
that, among other things, in consideration of the President's agreement to
restructure his executive employment agreement, the repayment of such prepaid
salary and bonuses by the President to the Company will be deferred until
December 31, 2002. An increase in the amount prepaid to $200,600 was later
approved by the Board. At April 1, 2001, prepaid salary and bonuses totaled
$200,600, which is included in prepaid expenses non-current in the accompanying
balance sheet.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED APRIL 1, 2001 AND
MARCH 26, 2000
Revenues for the three months ended April 1, 2001 and March 26, 2000
totaled $2,498,858 and $2,449,296, respectively. Sales increased $49,562, or
2.0%, for the first quarter of 2001 compared to the first quarter of 2000. On
May 9, 2000, the Company closed its Pompano Beach store. Revenues for the first
quarter of 2000 reflected sales of $132,093 from the Pompano Beach store, which
were not realized in the first quarter of 2001 as a result of the Pompano Beach
store closing. The same-store sales for the three months ending April 1, 2001
increased 7.6% as compared to the 5.4% decrease in the first quarter ending
March 26, 2000.
The Company's gross profit for the first quarter of 2001 increased
$157,566, or 15.9%, to $1,147,240, as compared to $989,674 for the first quarter
of 2000. The gross profit margin increased from 40.4% in the first quarter of
2000 to 45.9% in the first quarter of 2001 and is attributable to the decrease
in the cost of goods sold. The Company's cost of goods sold decreased as a
result of the Company's decreased dependency on purchases of inventory in bulk
from independent contract collectors and the increased efficiency of the
Company's solicitation programs.
Operating expenses for the first quarter of 2001 decreased $149,503, or
11.9%, to $1,104,255 from $1,253,758 for the first quarter of 2000, reflecting
the impact of various special expenses incurred in the first quarter of 2001 and
2000. Selected additional operating expenses for the three months ending April
1, 2001 and March 26, 2000 included:
APRIL 1, 2001 MARCH 26, 2000
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Amortization of investor relations consulting
expenses paid with common stock $ -- $137,109
Amortization of financial consulting expenses
paid with warrants to purchase common stock 66,771 --
Amortization of debenture expenses 959 959
Start-up expenses of Company's
internet subsidiary 82,659 48,539
Compensation expenses related to stock options
issued to outside directors for services -- 40,930
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Total $150,389 $227,537
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The $77,148 decrease in these selected additional operating expenses,
combined with a decrease in corporate overhead amounting to $79,339, which was
primarily the result of lower payroll expenses, was offset by an increase in
store operating expenses amounting to $6,984.
The same-stores operating profit (before corporate overhead) in the
first quarter ended April 1, 2001 increased $128,749, or 28.6%, as compared to
the first quarter of 2000, which is largely the result of the 7.6% increase in
same store sales combined with the decrease of cost of goods sold, which
resulted in a 19.7% increase in same-store gross profit.
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The net loss before extraordinary gain on debenture settlement was
$102,437 in the quarter ending April 1, 2001. Net income, after the $408,552
gain, was $306,115 for the three months ending April 1, 2001, as compared to a
net loss of $260,014 for the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
At April 1, 2001, the Company had working capital of $119,994 as
compared to working capital of $365,237 at March 26, 2000.
Cash and cash equivalents at April 1, 2001 totaled $243,836, as
compared to $396,836 at December 31, 2000, a decrease of $153,000. Net cash
provided by operating activities totaled $39,287 for the three months ending
April 1, 2001, as compared to $45,845 net cash used in operating activities for
the three months ending March 26, 2001. The cash used in the purchase of
property and equipment totaled $287 and was offset by $8,000 proceeds from sale
of fixed assets. The net cash used in financing activities in the three months
of 2001 was for the $200,000 representing the cash payment for Debenture
settlement, whereas in 2000 the $1,011,250 in cash provided by financing
activities was primarily the result of the issuance of the Debenture. 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 2001. There can be no assurances, however,
that such will be the case.
The Company is currently operating its Internet subsidiary,
Collectiblesandart.com, Inc. on a very limited basis. The Company, to date, has
not been able to obtain additional capital in order to complete the development
of this operation.
In an effort to increase shareholder value, the Company's Board of
Directors is currently evaluating various options, including a possible
reorganization of the Company and other possible acquisitions, the terms of
which are not known at this time. There can be no assurances that the Company
will enter into any such transaction, however, or that if a transaction is
entered into, the Company's shareholders will realize any benefits in the short
term or otherwise.
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.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In March 2001, the Company issued 200,000 shares of its common stock to
plaintiffs in a lawsuit filed against the Company as part of the Debenture
settlement agreement. 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 March 2001, the Company issued five-year warrants to purchase
500,000 shares of the Company's common stock at an exercise price of $0.0625 per
share (the fair market value as of March 16, 2001) to the Company's President in
consideration for his agreeing to guarantee the $300,000 promissory note that
was delivered in the Debenture settlement agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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11 Statement re: computation of per share earnings
(b) Reports on Form 8-K:
The Company did not file any current reports on Form 8-K
during the quarter ended April 1, 2001.
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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.
THRIFT MANAGEMENT, INC.
By: /s/ MARC DOUGLAS
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Marc Douglas, President and Chief
Executive Officer (Principal Executive
Officer)
Date: May 16, 2001
/s/ STEPHEN L. WILEY
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Stephen L. Wiley, Chief Financial Officer
(Principal Accounting and Financial Officer)
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